


Cheerilee's Class

by RHJunior



Category: My Little Pony: Friendship is Magic
Genre: Fantasy, Gen, Humor, Slice of Life
Language: English
Status: In-Progress
Published: 2015-12-22
Updated: 2018-04-13
Packaged: 2018-05-08 09:39:27
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 11
Words: 38,266
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/5492540
Author URL: https://archiveofourown.org/users/RHJunior/pseuds/RHJunior
Summary: <blockquote class="userstuff">
              <p>Willow is a thestral-- one of the bat-winged pegasi, rarely seen anywhere outside of Princess Luna's royal guard, and never quite welcome anywhere in Equestria. His parents have moved away from Canterlot to try and get a new start for all of them... but how well can a young batpony fit into a tiny, insular little community like Ponyville?</p><p>"This story is an unofficial sequel/side-story to Past Sins by Pen Stroke"</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

  * Inspired by [Past Sins](https://archiveofourown.org/external_works/163265) by Pen Stroke. 



[The Weirdo](http://www.fimfiction.net/story/92158/1/cheerilees-class/the-weirdo)

 

 

Morning rolled in, the blues, silvers and indigoes of night regally giving way before the golds and purples of a royal dawn. Downy Wisp was in the kitchen, fixing up three heaping stacks of pancakes. There were two sack lunches on the counter already, packed with a hearty lunch and an extra treat or two; it was a big first day for two special ponies in her life, and she wanted it to go well for them both.

Once the last fluffy golden disc was on the plates, she left the kitchen and shouted up the stairwell. "Breakfast!"

Her husband Ghost Light was the first down the stairs. He slid down the banister, greeting his wife with a kiss on the nose when he reached the ground floor. "Mmm, I can smell pancakes," he said, sniffing the air.

Downy smiled and tickled his side with her wing. "Just the thing for the new royal Master of the Lanterns to get a start on his day," she said cheerfully. Grinning, Ghost Light trotted past her, headed for the kitchen. Downy looked back up the stairs and sighed. Now to get the other one down the stairs and on his way... "Willow? Breakfast is ready."

She waited a moment. There was no response. "Come on, Willow. It's getting cold. And you don't want to be late for your first day at your new school."

A pair of eyes appeared in the shadows at the top of the stairs. "Do I really have to go today?" her son pleaded in a plaintive voice.

Downy was firm. "Yes, you do," she said. "If you don't go today, you'll just have to go tomorrow. So you might as well go ahead and go today."

"You know how it'll go," the eyes at the top of the stairs said, the young voice full of cynicism. "It always goes the same."

"It'll be different this time, I'm sure of it," Downy urged. "Ponyville's not like Cloudsdale or Phillydelphia or Canterlot. The ponies here are nice. I've met a few. Don't you think you ought to give them a chance?"

The eyes said nothing. "Come on then," Downy said. "Let's get going..." The eyes groaned and started down the stairs. They came into the light, revealing they belonged to a young colt. He ambled down the stairs, his ears down and his head low. He had a dark grey coat, and an indigo mane.

And webbed, batlike wings pressed close to his sides.

He sidled past her and went into the kitchen, head still low.  She sighed. So many heartaches... She'd not known what to expect from her foals when she got married to an earth pony, but she'd never expected to give birth to a thestral. But apparently both she and her husband had some batpony back in their family tree. Bat wings, cat eyes, tufted ears, tiny little fangs--- "marked by the Moon," other pegasi called it. And it had caused no end of trouble for their little family. Especially for Willow himself...

When Ghostlight had landed that prestigious job at the new Palace of the Moon, it had seemed heaven sent; a chance to start over anew. Now...

_Please let this school, this town, be different,_ she prayed silently.

Willow sat at the table. The sight of the golden flapjacks cheered him up a little. A _little._   He reached for the blueberry syrup and began to pour.

His dad was already chowing down. "Ready for your first day, buckaroo?"

Willow shrugged and took a bite of his pancakes. He wasn't about to commit an answer; after so many different first days, it felt like saying "yes" would just mean the day would be jinxed.

Ghostlight stopped eating and looked at his son. He got serious for a moment. "Now if you have any problems, you tell your mother and me," he said. "But still, try and give things here a chance, okay?" He waited till Willow nodded, then clapped him on the back with one hoof. "Attaboy."

Willow rolled his eyes when he thought his dad wasn't looking. He was getting really tired of everypony telling him to 'give it a chance.'

Ghostlight wolfed down the last of his pancakes. He grabbed his sack lunch off the kitchen counter and gave his wife a syrupy kiss. "Back after sunset, dear," he said. "I have to coordinate the area lighting on the west wing, and I want to stay long enough to see how it looks." His talent was lights and lighting-- specifically, atmospheric lighting; arranging natural and artificial lighting, lamps and windows to give a room or building its mood or tone. It was his suggestion to tile over much of the black stone of the Palace of the Moon with blue-white marble that had landed him his new job; the formerly somber-looking castle now glowed under the moonlight like a second moon.  Ghostlight now had to make sweeping changes to the interior and exterior illumination to complement it to best effect.

Downy giggled and kissed him back. "Have a good day at work," she called as her husband galloped out the door.

Willow finished his last pancake. Downy wiped the syrup off his chin with a washcloth and handed him his lunch. He mumbled a thank you as he slid it into his saddlebag. Downy kissed him on the top of the head. "Have a good day, sweetie," she said. "Be nice to the other kids, and-- try to make friends."

Willow nodded and put his saddlebags on... trying, not so subtly, to hitch them up so they covered his wings. Downy sighed again and put his shades on. "Don't forget your sunglasses," she said. "It's bright out. Don't want you to hurt your eyes." A decent half-truth, at least. His eyes were sensitive... but so was he, about ponies staring at his eyes. The sunglasses hid them well enough.

If only she could do something for his ear tufts. Or his fangs...

"Thanks, Mom." Willow gave up trying to hide his wings. He gave his Mom a peck on the cheek and trotted out the door.

It was early yet. Few ponies were out and about; School didn't start for almost another hour, and a lot of the schoolfoals were still eating their breakfasts or even trying to squeeze in just a few more minutes of sleep. That was just fine with Willow; the fewer colts or fillies he met, the fewer stares or whispers he'd hear, and the fewer bullies he ran the risk of running into. Getting up early to go to school and leaving late afterwards was just one of the tricks he'd learned for that.

There were a few grownup ponies in the street, opening stores or setting up stalls in the marketplace. They seemed nice enough. At least, nopony said anything or pointed at him. A few looked at him in surprise, though. Was that because he was out so early... or, well--

Unconsciously he flexed one of his wings. He flinched as he heard somepony laugh in the distance. _They weren't laughing at you, dummy,_ he told himself.

He had a hard time convincing himself.

He stopped in front of a picture window in the front of a sweets shop--- 'Sugarcube Corner,' it said in bold colorful print-- and regarded his reflection. Well, his sunglasses hid his freaky eyes. And as long as he kept them tucked to his sides it was hard to notice his wings, what with his saddlebags partly in the way.

_But someone will notice, sooner or later,_ he thought gloomily. _They always do._   His Mom was a pegasus, with a soft blue-white coat and a snowy mane. She had such pretty blue eyes, too. And soft, normal, feathered wings. His dad was sky blue with a yellow mane. With normal green eyes and normal... well normal earth pony everything, really. Everypony he knew in his extended family-- his grandparents, his aunts and uncles, his cousins-- all of them were perfectly normal earth ponies or pegasi and even unicorns (on his father's side.)

Why did he have to be the only weirdo?

_Splodge._

Without warning a hideous, bubblegum-pink face mashed itself to the opposite side of the glass. It goggled at him with huge blue eyes and grinned even as its nose and cheeks squashed against the window like putty. Willow yelled and jumped backwards. It took him a moment to realize that the horrible face wasn't some monster, but instead belonged to a pink, frizzy maned mare inside the store.  "Hieeeee!" she shouted at him through the glass.

Willow sat back on his rump and waited for his heartbeat to slow back down. "Who the heck is that??" he said aloud.

"That's me, Pinkie Pie," said a voice behind him. Willow jumped up and spun around-- the pony from the window was now standing right behind him. "Wha?" He turned around again--- the display window was empty again, save for a few cakes and pies. He turned back to the pony behind him, baffled. "But how...?"

"Not how, but who, silly," she said, beaming at him unnervingly. "And like I said, I'm Pinkie Pie, Ponyville's premiere party pony! Well actually I didn't say that second part, but I guess since I'm saying it now then it counts. Who're you?"

Willow started to slowly back up, pushed back by Pinkie Pie's sheer presence. Was this pony a loony? Why wasn't anypony watching her, or better yet, coming to get her away from him? He smiled-- carefully, his lips together hiding his fangs. "I'm--"

"Ooh, I know who you are," she interrupted, stepping forward a step to match his retreat.

"Y-you do?"

"Yes! You're a new pony in town, and that means you--" she beeped him on the nose--"are invited to my next 'Welcome to Everypony New to Ponyville' party!"

"E-everypony new...?" Willow was having trouble keeping headway against the torrent of words.

Pinkie looked disgruntled for a moment. "Yeah, I used to have a special superrific party for each new pony who came to Ponyville. But now with the Princesses living here there's heaps and heaps of new ponies every single day! Every-- single-- day!" She goggled at him. "It's awful! Twilight was right. There's just too many ponies for me to throw a party for every single one." She sat back and sobbed dramatically, waving her forehooves at the sky. "There's just too many ponies! _Too, many, PONIEEEES! WAAAAH!"_

"...So now I just throw one _big_ party once a month for all the new ponies in Ponyville!" she beamed, shifting gears once again from anguished to happy. "And since you're a new pony in town that means _you're invited!_ " She produced an envelope out of nowhere in a cloud of confetti. "Here's your invitation!" She held it out to him. Her gleaming grin stretched from ear to ear.

Willow backed away some more, seriously alarmed. Every instinct he had was screaming 'Stranger Danger' at the top of its voice. "I'm... I'm sorry, I can't come," he said nervously.

The party pony seemed to deflate a little. "Why not? I mean, it's not as nice as my personal pony-by-pony parties--" she paused to pout a little-- " but it'll be lots of fun-- and you'll get to meet all the ponies in town!"

Willow had a vision of that: him arriving at this "welcome party".... then everypony there seeing him, with his creepy eyes and wings and fangs... him being surrounded by hundreds of whispering, staring, pointing ponies--  ponies laughing or sneering or calling him names.... "I-- I can't," he said. "You wouldn't want me at your party, really."

Pinkie blinked. "Why not, silly?"

"I'm a thestral," Willow said. He lifted up his sunglasses, showing her his cat-pupiled yellow eyes, and flapped his webbed wings once, for emphasis.

The mare's reaction was startling. The instant she clapped eyes on his wings, she leapt into the air, eyes bulging,went _"Aaaaaahhhhhh--!"_ and then _bolted._ She disappeared back into the shoppe, the party invitation still in her hoof, the door slamming shut behind her in the tailwind.

Willow stood there, stunned. He felt like he'd been slapped in the face. She was so horrified at inviting a batpony to her party, she'd taken one look at him and _run away!_ He heard some ponies laughing; a couple of ponies on the street had been watching and apparently thought what they'd seen was too funny for words...

He blinked rapidly and pulled his sunglasses on. He felt his eyes burning, water beading up. _It's just the sun in my eyes,_ he thought to himself. _Just the sun. I don't really care..._ He shuffled off down the road, shoulders hunched and ears laid back, trying to go as fast as he could without looking like he was running away--- then broke into a gallop once he was out of sight around a corner. He was two blocks away before he couldn't hear the laughing anymore.

There were more and more ponies about. He caught a glimpse of a few school-age ponies, little groups and pairs , shouting and yelling and cutting up together as they all made their way to the schoolhouse on the hill. Some of them looked pretty rowdy. He ducked down a side alley so he could take a different route.

He stopped and caught his breath, leaning against a doorframe, only to be nearly flattened to the wall when the door unexpectedly opened. He sat on the sidewalk, rubbing his aching muzzle.

"What--?" an annoyed voice on the other side exclaimed. A moment later two fillies appeared around the door. One was pale pink, with a puce and white mane and a tiara perched behind her ears; the other was a bespectacled grey filly with a white mane and a pearl choker. They were both carrying boxes tied with string; something they'd bought at the pricey looking store they'd just left, he assumed. They were coiffed and groomed  and sported touches of makeup better suited for someone twice their age. Willow took one look at them both and his heart sank to his hooves. He didn't have to know them to recognize them--- every school he'd ever attended had fillies like them; rich, spoiled little queen bees that the rest of the class hummed and swarmed around like a beehive to honey.... and anyone who wasn't in their good graces got their waspish tongue.

_Especially me_ , he thought to himself. Queen Bees loved to pick on anyone out on the edges, and weirdos were fair game.

The one in the tiara shot him a cross look. "Oh, what-- watch where you're going!" she snapped. The grey one snickered. Willow refrained from pointing out that it was she who had hit him, not the other way around. Not that he could think of anything to say at the moment anyway. "Who are you?" the tiara filly demanded.

Willow took a deep breath. _Be nice; try to make friends. Give them a chance!_ His parents' voices echoed in his head. He smiled without parting his lips, mindful of his fangs. "I'm Willow...."

"Isn't that a girl's name?" the grey one tittered.

Willow frowned but plowed ahead. "My family and I just moved here from Phillydelphia--"

The one in the tiara rolled her eyes. "Well duh you just moved here," she snorted, her voice dripping with disdain. "Anypony can see that. What are you, stupid?" She looked him up and down thoroughly, _once._ Obviously taking in his ear tufts, his sunglasses-covered eyes, his tightly tucked wings... her lip curled in a familiar sneer. "Just what Ponyville needs. Another weirdo moving in. Come on, Silver Spoon, let's go, we don't wanna hang around and get his weirdo-cooties on us." She spun around and pranced off down the street, nose in the air. Silver Spoon laughed once, mockingly, then did the same.

Willow's mouth closed so abruptly his teeth clicked. Wordlessly he walked to the corner and turned left-- taking yet another route towards the school, and hopefully _far away_ from the two bratty fillies.

He walked along with his eyes fixed on the sidewalk (taking care to walk further out in the street, away from any doors), his chin all but dragging the ground. He wasn't at school yet, for Celestia's sake, and his day was already halfway sunk. He didn't know why he was surprised, really. It had been the same everywhere they'd lived. Cloudsdale had been the worst, but they were all pretty lousy.

Ponies didn't like thestrals very much. Thestrals were supposed to be jinxed or cursed, 'marked by the Moon.' Ponies, even other pegasi, shunned them. Or picked on them. Some even got run out of town by other ponies, back in the old days. It had gotten a little better after Princess Luna returned and put her hoof down about 'the mistreatment of our most loyal servant's descendants.' Of course she couldn't stop ponies being mean or spiteful when she wasn't there, but she could stop them from being treated unjustly.

Willow supposed it was better than being chased out of town with torches and pitchforks, but it certainly didn't make the bullying _right now_ any easier.  Sometimes his parents took the troublemakers on, got it to stop for a while, but sooner or later the bullies would find their way to him like metal files to a magnet... it was just the way the world worked, so far as Willow could see, and it was never going to change.

At least so far today he hadn't run into any outright bullies. In Phillydelphia, it'd been two thugs in particular: a big brutish earth pony colt named Lugnut and his scrawny stooge Screwdriver , both of them bigger and taller than him. They'd chase him home after school almost every day; if they caught him they beat him up or pinkbellied him or gave him a swirly or threw his saddlebags up into a tree.  He shuddered at the memory. The torture always started the same way; he'd hear a voice coming up behind him say--

_"Heya pal, how's it going?"_

Willow gulped and spun around. It couldn't be!

Right behind him were two unicorn colts. One was fat and round faced, with a mint green coat and reddish orange mane; the other was bright orange with a grass green mane and freckles. Willow was small for his age; the fat one probably outweighed him by at least half a stone, and the tall one towered over him. They chortled at him in the thuggish, goon-like way with which he was so dismally familiar.

"Ya new here, pal?" the fat one said, his voice raspy as sandpaper.

He couldn't take it. _"Oh come on!"_ he yelled at the heartless sky. He turned and ran as if his life-- and possibly his bookbags, belly and neatly combed mane-- depended on it.

Any doubts in his mind what the two intended vanished when he heard them give chase. _"Hey, where are ya goin?"_ the second one shouted in a hick-like drawl. Willow didn't bother to answer. He was too busy wishing desperately that he could fly, already. _Stupid wings,_ he thought angrily. _Still can't do anything more than flutter a few feet. Late bloomer my blank flank._

The chase was a short one. His first avenue of escape turned out to be a dead-end alley. He bounced off the wooden fence blocking the alley off; his sunglasses landed in the dirt. He wheeled around, trapped, and faced his pursuers, his head lowered. They stopped running and ambled all too casually down the alleyway to him. "Sheesh, pal, what was that all about?" the fat one said, taunting him. "We just wanted to say 'hi.' Right, Snails?"

The tall one frowned. "Yeah, Snips. That was kinda _rude..._ "

Willow had nothing left to lose. He did the only thing he could think of. He bared his fangs, flared his webby wings, and _hissed_ at them.

The effect was astonishing, and gratifying. The two unicorn colts shrieked like fillies and backpedaled furiously. "What IS that?" the fat one shrieked, practically climbing up his friend's neck.

"I don't know and I don't like it!" the orange one said. "Aaaah! Get away!"

Willow decided to press his luck. He fake-lunged at them and hissed again. That was more than enough. The two unicorns screamed and bolted. They burst out of the alley and took off down the street, their yells of panic fading in the distance.

Willow sat on his haunches, listening to the two bullies fading in the distance and clutching his chest. Eventually his heartbeat slowed to normal. He started to giggle. That had actually worked! Boy that had been funny! He stopped himself a moment later. They'd be back; colts like them always were. He'd better get out of there and to school. He retrieved his sunglasses and his saddlebags and skulked out of the alley, looking both ways to make sure they really were long gone--

A bell began to ring. "Horseapples!" Willow swore. It was the school bell. He was late! He started galloping. What a day. First day and the teacher would already be mad at him...

By the time he arrived at the schoolhouse, everypony was already inside. The teacher-- at least he thought the cherry-colored mare at the door was the teacher--- was just getting ready to go inside. He came galloping up and stopped in a cloud of dust at the steps. "I-- I'm here," he panted. "I'm here..."

The teacher... didn't Mom say her name was Miss Cheerilee?...  cocked an eyebrow at him. "You're almost five minutes late, dear," she said.

Willow shuffled his hooves together. "I'm sorry," he said meekly.

Miss Cheerilee gave him a half smile. "Well, no harm done," she said. "Willow Wisp, right?" Willow nodded. "Well, this actually works out. Come on in." The two of them went inside.

They stood in a little coatroom right before the classroom. "Now dear, you wait here," she said in a half-whisper. "This gives me a chance to introduce you to the whole class! Just wait right here till I call you in, all right?"

Willow groaned to himself, but nodded. It was the whole 'stand in front and introduce the new colt' thing. This was going to be ugly. Cheerilee gave him a cheery smile and went on inside. Willow listened at the doorway.

"Class? Let me have your attention please!" The clamor of colts and fillies crowded together died down. "We have a new student starting at Ponyville today, all the way from _Phillydelphia._ Now I want you all to be on your best behavior, and give him your full attention while he introduces himself.

"Willow? Come on in, dear."

Willow took a deep breath and walked in, looking neither to the left nor the right. He walked over to stand next to Cheerilee and turned to face the class, eyes cast down at the floor. The classroom exploded in half-smothered whispers and murmurs the moment he stepped into view. He cleared his throat feebly. "H-hello. My name is Willow Wisp...."

Suddenly he was sick of it. Get it all over with, he decided. Quick, like pulling off a bandaid. He took his sunglasses and his saddlebags off. He looked up and flared his webbed wings, and glared ahead with his yellow cat eyes.

He took a deep breath. "My name is Willow Wisp. and yeah, I'm a _THESTRAL._ I'm from Philly....del...phia?"

His eyes went wide and his jaw dropped. The classroom was large, large and crowded. With colts and fillies of all kinds...  unicorns and earth ponies and pegasi, of course. But--

Right in the front row sat a _changeling._ She was tall and lanky, a head taller than any of the other fillies, and dark green. Her eyes were slit pupiled, and bottle glass green. She had insect wings and a crooked horn. Her hole-y legs were folded neatly at her desk, and she had a long, straight pink mane and tail that trailed down her back to the floor. She was sucking on a candy cane, right in class. She gave him a fang-y smile.

Right next to her was a silver and white unicorn colt, who sparkled like a gemstone from head to toe. A crystal pony? What was he doing here?

Right behind him sat-- a zebra?? He was a pudgy little fellow with an enormous pair of glasses perched on his nose. His eyes sparkled with curiosity behind them. He was seated next to what had to be a _baby dragon,_ a purple one with green spines.

There was a faint splash. His eyes were drawn irresistibly to the enormous fishbowl in the back corner of the room. Not fish tank, fish _bowl._ He'd glimpsed it and thought it might be for a colony of frogs, or class goldfish, or something like that, but it was far too big... now he could see there was an orange filly with a yellow mane swimming in it. An orange filly with a yellow mane and a fish tail where her back legs should be, and a necklace of gold links and gems and seashells that hung down from her throat to her collarbone. She'd surfaced and was resting her forehooves (or was that just 'hooves,' since she had no back ones) on the lip of the bowl so she could wave hello.

And sitting in the front row, center aisle, was a filly with a midnight black coat, turquoise cat-pupiled eyes (really? Another pony with cat eyes?), a royal purple mane and tail, _a unicorn horn, and feathered wings..._

Holy jumping hydras.

The class began to giggle at his expression. The alicorn girl in the front row rested her chin on her hoof. "Betcha thought you were gonna be the weirdest kid at school, huh?" she said. Dumbly, Willow nodded.

The changeling filly held out her forehooves, sketching an inch of space in the air between them. "Missed it by _thaaaat_ much," she said with a grin. The classroom exploded with laughter.

"All right, class," Cheerilee said as the laughter died down. "I think some introductions all the way around are in order. We'll call this an oral essay. Each of you tell us your name and a little bit about yourselves. And since I'm sure he has the _most_ questions about a certain somepony-- Nyx, why don't you go first?"

The alicorn filly rolled her eyes, with the air of someone who had told this story a thousand times before. She sat up, took a deep breath that threatened to pull the curtains off the window, and said:

_"AcoupleofyearsagomymomPrincessTwilight(exceptshewasn'taprincessthen)defeatedNightmareMoonwiththeelementsofHarmony. ButtherewerebitsandpiecesofNightmareMoonleftoverandtheymadeponiesgoevilandstartacultofNightmareMoon. TheykidnappedmymomandusedadropofherbloodtotryandbringNightmareMoonbacktolife,excepttheymadeamistakeandmademeinsteadandTwilightfoundmeandtookmehomeandmademeherdaughter.SotheycamebacklaterandturnedmeintoNightmareMoonandIconqueredallofEquestriaanditreallysucked,soIquitbeingQueen,curedallthebadcultistsandmadethemgoodagain,beatupabunchofmonstersandbroughtbackthePrincesseswhoturnedmebackintoafillyandnowI'mPrincessTwilight'sdaughterandwealllivedhappilyeverafterTheEnd."_ She finished this off by dramatically flopping down across her desk, hooves dangling off the sides and her tongue hanging out of her mouth.

The class laughed. Even Miss Cheerilee chuckled. "All right, Nyx, very funny. Now seriously..."

Nyx sat up, biting back a grin. "Hi Willow. My name is Nyx, and I'm Princess Twilight's daughter. I live with her and Ink Spot and Spike" (she pointed at the dragon) "In the Palace of Friendship. You've probably seen it? It looks like a jewelry box got stuck in the top of a giant tree?"

Willow nodded mutely. He had seen it.

"And by the way," Cheerilee interrupted," It's also the town library, and we will all be going on a field trip there once the renovations are completed." There was a general cheer at this.

"Flitter, why don't you go next?"

The changeling filly stood up. "Hi, Willow. My name's Flitter, and I'm a changeling, ker-duh. I live in the Everfree forest with my parents, and Ziggy here--" she pointed at the zebra colt-- "is my neighbor..."

The crystal pony was next. "Hi, I'm, um, Bright Eyes, I'm a Crystal pony from the Crystal Empire. I'm here in Ponyville with my family and my cousin Roller Reel. He helps Princess Twilight film a docu-- documentary on Earth Pony magic..."

  


 

_"...My name is Ziggy,_

_As you have been told,_

_I come from Zebrica,_

_If I may be bold_

_I live with my aunt_

_Zecora is she_

_She lives in the forest_

_Known as 'Everfree'_

_I have come to learn new forms_

_of meter and rhyme_

_in the manner Equestrian_

_To broaden my... um...."_

"Ah, nuts." The zebra colt bent over his notebook, erasing furiously.

"Hi, I'm Doubloon, I'm a SeaPony... obviously..." the filly in the fishbowl flapped her tailfin in the air. Several ponies sitting next to her made griping noises as she sprinkled them with droplets; she ignored them. "My mother and father are diplomats from the Western Sea, and we live in the lake on the edge of town... "

"Yo. Spike's the name."

"Spike. come on now."

"(grump) Hi, my name is Spike, I'm a dragon and number one assistant to Princess Twilight Sparkle when I'm not attending school, which was somepony else's idea and I still don't think is necessary for me to--"

_"Spike..."_

_"Okay okay okay..."_

The introductions went around the classroom. As they did, Willow noticed something; the colts and fillies looked curious, puzzled, even surprised to see him... but none of them looked angry, or disgusted, or repulsed by him. Well, except maybe for the two snooty fillies with the tiara and glasses. But he got the feeling they looked at everyone that way...They made their introductions-- largely bragging about how rich their parents were-- then sat down and kept their mouths shut.

Most everypony else looked--

They looked happy to see him.

"Well, as you can see, we have an interesting mix here," Cheerilee said to Willow. "Ponyville is the crossroads of Equestria; we get all sorts of ponies here, and we've learned to get along-- regardless of how different we all are." She smiled at Willow. "Your parents spoke with me, Willow. I know you've had a rough time before coming to Ponyville.  And Maker knows we're not perfect here--"  she rolled her eyes, remembering a certain fiasco with a certain zebra herbalist-- "but if you give us a chance, you'll fit right in.

"Why don't you go find a desk, okay?"

Willow felt himself smiling. For once he didn't care if his fangs showed. He picked up his saddlebags in his mouth and looked around.... a couple of colts had pulled out a chair for him and were waving him over.

Grinning, he went to take his seat.


	2. Chapter 2

[Mistakes Were Made](http://www.fimfiction.net/story/92158/2/cheerilees-class/mistakes-were-made)

 

 

      The morning flew by. Willow Wisp had never had so much fun at school. Even history class (bleah) had been interesting and fun. Part of it was that Miss Cheerilee was such a good storyteller; she made even the dull dry parts seem to come alive. But being around other ponies...and, um, _others_... who got along with him and actually liked him made things so much better.

Before he knew it, it was lunchtime. The colts and fillies spilled out of the schoolhouse to eat their lunches on the park benches or sprawled on the grass under the trees, and to play in the late autumn sun. Willow found himself in the bewildering and alien position of having a small crowd of admirers around him, chattering happily with him and each other and pelting him with all sorts of questions. He'd been apprehensive at first-- being in the middle of a crowd had never been good for him before. But he soon thawed, and soon was cheerfully chattering away with them. They sat around the big picnic table on the end of the playground, eating their lunches and gabbing.

Their lunches were as varied as they were. Some of them were downright exotic. Spike, for one, was crunching his way through a collection of gemstones and crystals. Flitter had what seemed to be a lunchpail full of sweets: candy canes, lollipops, bon bons... _how did she get so tall on nothing but junk food?_ Willow wondered. _Maybe it's a giant bug pony thing? I hope somepony told her to brush her teeth lots, or her fangs will fall out._

His own lunch generated a few envious glances too, especially from the pegasi, when he got to the bottom of the sack and pulled out the treat his mom had added: a pack of three Cloud Cake cupcakes.

An orange pegasus sitting next to Nyx watched him open the wax paper with open avarice. "Ooh,"  she said. "Are those real genuine Cloudsdale Cloud Cake cupcakes?" You could practically hear the drool in her voice.

Willow nodded. "My mom made them," he said. "It's her special talent."

"Baking?"

"Well, that too, but mostly making anything extra light and fluffy. Cakes, plush toys, clouds... Dad says he let her fluff up the pillows on the sofa once and they had to move into a new house." The others laughed.

The pegasus licked her lips. "I'll trade ya," she said hopefully. She looked in her lunch bag. "I've got... um, a couple of jumbo dill pickles, a grapefruit... and a... spinach lasagna sandwich?" She put her bag down, looking disgusted. "It looks like it's leftover week again," she grumbled.

"I'll take the sammich if you don't want it, Scootaloo," A curly maned white unicorn-- Sweetiebelle, was it?--- piped up hopefully. At the others' looks, she said "Whaat? I like spinach lasagna."

"Well whaddya got, Sweetiebelle?"

Sweetiebelle looked in the bag. "Um, nachos, pretzels, those little thingies on toothpicks, half a can of onion dip..." She looked up. "Dad must've packed my lunch. It was hoofball night last night."

"I'll share with ya, Scootaloo," a yellow earth pony with an enormous bow in her mane said sympathetically. "I've got an apple butter sammich,  some apple chips, apple fries, apple sauce, apple juice--"

"Lemme guess, Applebloom. Apple pie for dessert." Scootaloo said.

"Nope. Apple brown betty." Applebloom slouched, her eyebrows in a flat line. "You know what I'd give for a _banana_ once in a while?"

"It could be worthe," Twist said. "Inthtead of the Appleth, your family could be the Bruthels Thprouts."

"Ewwww...."

The chatter went on, much in this vein. A lot of it seemed to focus on Willow himself. It seemed he was the first thestral in Ponyville, and the other foals had mountains of questions for him. Most of them were astonished, almost horrified, to hear how ponies in other towns had treated him and his family.... what was really interesting were how many of them had knowing looks on their faces.

"You mean they went around saying you were _cursed?"_ one filly said, disbelieving. A cupcake hovered halfway to her mouth, forgotten.

Willow nodded and took a bite of his sandwich. "Thestrals are supposed to be 'marked by the Moon,' " he said. "We're supposed to be descended from guards who were loyal to Nightmare Moon, or something." He saw Nyx wince. "Dad says it wasn't so bad... well, it was never _good_ but it got worse after Nightmare Moon came back. And when she came back again and took over Equestria, everypony thought that Thestrals were her minions and were gonna rise up and help her rule the world or something..."

Nyx winced again. "I'm sorry," she said plaintively.

Willow blinked at her. "Why?"

"'Cause I guess all of that was sort of my fault," Nyx said, grimacing unhappily. Everyone at the table looked awkward for a moment. Willow just looked confused. "Don't you remember my story this morning?" Nyx said meekly. " I'm... I _used to be_ Nightmare Moon."

"Looks like y'r gonna have t' explain it to him all over again," Applebloom said. Nyx groaned and faceplanted on the table. The other ponies laughed.

Willow blinked again as all the little pieces came together. "Oh. OH. _Ohhhhh._ Right." He took a nervous sip from his thermos while the magnitude of what she'd said sunk in. "Holy jumping cow. I'm going to school with Nightmare Moon." He said softly.

"Yeah, that was sort of what she told you this morning,"Scootaloo said to him, not a little sarcastically. "What'd you miss?"

Willow quit staring at Nyx to glare at the pegasus. "She talked too fast," he said defensively. He felt a little stupid. He remembered his father saying something about "the princess's daughter" and "former Nightmare" and all that, but it hadn't really all come together in his head. "And... well... I kind of forgot. I mean, look at her," He pointed at Nyx. "Nopony would ever believe she was Nightmare Moon."

Nyx gave him a wan half smile. "Aww, that's sweet of you," she said. "I know nopony is ever really going to forget... but it's nice anyway."

Willow regarded her. _If things had been a little bit differently, she'd be Queen-- and I'd be one of her royal guard,_ he thought. Suddenly awkward, he focused his attention on his thermos of grape juice, sucking noisily on the straw.

"It'th kinda cool," said Twist. "Doeth thith mean you have a _minion_ now, Nyx?" She grinned.

Willow and Nyx both started at the suggestion. "No way! I don't want a _minion_ / to be a _minion_ ," they both protested simultaneously. Everyone at the table giggled.

"But really, y'all," the Applebloom said. "Nyx, Twilight Sparkle's a princess now. And really, that means YOU'RE a princess too---"

_"Lalalalala CAN'T HEAR YOOUUU laallaALALALALA..."_ Nyx sang at the top of her lungs, hooves over her ears. Several of the fillies and colts laughed so hard they fell out of their seats.

"Anyway, you don't have to worry about anypony picking on you around here," Sweetiebelle told Willow. "We're used to Nyx, why would we be afraid of you?"

"And if anypony tries, we'll kick their flanks!" Scootaloo added, smacking one hoof into the other.

Willow felt a surge of warmth inside at that. Nopony had ever promised to back him up like that, before.

"Scootaloo," Sweetiebelle scolded. "It's not nice to fight--"

"It's not nice to let ponies get picked on and beat up, either!"

"All the same," Sweetiebelle said primly. "Besides, nopony in Ponyville is going to be mean to a stranger like that." She paused as she noticed the deadpan looks she was getting from several others at the tables. "....What?"

Wordlessly, Applebloom pointed a hoof across the playground. The two snobby ponies Willow had met earlier were at another table, with about half the class gathered around them. They were handing out fancy pastries from the two boxes he'd seen them carrying earlier. The pink one with the tiara seemed to be shooting smug looks across the playground at them.

"Oh yeah. Diamond Tiara and Silver Spoon." Sweetiebelle's voice was as flat as her eyebrows. "Forgot about them..."

"Don't be too hard on yourself. We _all_ try and forget about them," Scootaloo snarked. She eyeballed the dubious duo. "Hmph. Fancy treats to hand out. As usual they're getting all the friends money can buy."

"Well... still. They're... unpleasant. But they're tolerable," Sweetiebelle insisted. "No Ponyville ponies will treat you like those other ponies did. Ponyville is nice to strangers.... okay, what." She finished on a flat note as everyone stared at her again.

"Sweetie, sometimes ah worry about you," the yellow one said, shaking her head. "Don't y'all remember Zecora?"

Sweetiebelle looked sheepish. "Oh, yeah, right."

"What about Zecora?" Willow asked.

_"She does refer,_

_I must concur,_

_To a ticklish tale to tell,_

_When my Aunt first met_

_The Elements_

_It did not go too well."_

The pudgy zebra colt came walking up, licking pastry crumbs off his face. A piebald colt was with him, still munching away at a petit four.

"Really guys?" Flitter said scornfully. "You took one of _Diamond Tiara's_ pastries?"

"Oi, free food is free food," Pipsqueak protested, taking a seat. Ziggy just grinned.

_"Wealthy young filly_

_Buys affection with goodies_

_Alas! left with crumbs."_

"Good one, Ziggy," Applebloom laughed. "I give it four out of five. You want to tell Willow what happened with your aunt?"

Ziggy shook his head.

_"You were there, you know it best,_

_and it is best not to test_

_my rhyming skills at such a tale,_

_it is too long it would go wrong_

_and would not rhyme too well."_

Applebloom giggled. "Okay, y'all ain't gonna believe this..." She proceeded to tell them all a story about her older sister and her friends (holy jumping hydras, her sister was one of the bearers of the Elements?), a spooky Zebra living in the Everfree, and a rather dangerous magical blue flower called Poison Joke. In no time flat she had everypony falling out of their seats, howling with laughter at her descriptions of what the Poison Joke had done, and what the six mares had done trying to "rescue" Applebloom from Zecora. Spike had cut in from time to time, adding details that only made it funnier. His imitation of Fluttershy's voice had Willow laughing so hard he couldn't breathe.

"O'course, that was all ages ago," Applebloom said. "Zecora's just one of the neighbors, now. Shoot, she does the Nightmare Night storytelling now." At Nyx's grimace, Applebloom chided, "Oh don't be like that, Nyx. She and Luna promised they'd change the story..."

"I did a lot of bad things, but I never never ever ATE anypony," Nyx sulked. She chomped the apple from her lunchpail moodily.

"Still I guess it's pretty true," Scootaloo said. "Ponies in Ponyville are generally nice. I mean, it was kind of bad everypony was scared of Zecora. And, well, ponies are a little bit weird about Flitter--"

"I can hardly blame them," the changeling filly sighed, sticking another lollipop from her lunchbox in her mouth.

"--But we don't have any thugs or goons roaming around, bullying ponies for being different. Mayor Mare would never tolerate it."

"I don't know about that," Willow said hesitantly. "There were a couple of colts who tried to jump me on the way to school this morning..."

"What? Who? What did they look like?" Several foals asked.

"It's okay, I got away from them," Willow said.

"No, it's not okay," Applebloom said firmly.

"Too ruddy right," Pipsqueak said. "If there's some blighter bullies picking on ponies in town, we jolly well ought to know who they are."

"Even if it's just so we can avoid them," a little grey unicorn filly said somberly.

Pip puffed out his chest a tiny bit and put a hoof around her shoulder. "No worries, Dinky," he said with a scowl. "We'll protect you from those rotters."

"Darn right, the Cutie Mark Crusaders look out for each other," Applebloom said (1). Several foals nodded.

"The who?" Willow said, puzzled.

"We'll tell ya later," Scootaloo said impatiently. "But tell us who these ponies were first. What did they look like?"

"Well, they were unicorns. One was fat, and green with an orange mane, and the other was tall and orange with a green mane--- what??" Willow said at the hoot of derision that went up.

_"Snips and Snails?"_ Scootaloo hooted. "Them??"

"Are you sure?" Applebloom said. "One green, one orange, scissors and a snail for Cutie marks?" Willow nodded. At this the farmpony looked very skeptical. "Are you _really_ sure?"

"That... really doesn't sound like them," Sweetiebelle said, a little more kindly. "Snips and Snails aren't mean, they're just--"

"Stupid," Scootaloo deadpanned.

"Scootaloo--!" Sweetiebelle hissed.

"Hey, they're me mates," Pipsqueak said. "But... yeah... they're a bit slow." He shook his head. "But there isn't a mean bone in their bodies."

"Then why did they chase me?" Willow said defensively. "Why did they corner me in an alley? I was just walking down the street minding my own business, and they come up behind me, going all--" he waved his hooves in pantomine-- _"Heyyy PAAAALLL, whatcha DOOin'?"_ he crossed his forelegs. "I was lucky to get away!"

Everypony looked dubious. "Maybe it was some sort of misunderstanding...?" Applebloom said.

"Well, we'll have to ask them," Scootaloo said. She looked around. "Funny, I haven't seen them all day..."

"Seen who all day?" Somepony said. Willow turned to see who it was; he was greeted with a most extraordinary sight. At first he thought it was somepony doing a front hoof stand,(2) till his he realized that the pony in question had a fish tail instead of back legs. It was Doubloon. The seapony was trotting along on her forehooves, her tail curled up over her back. She tottered over and flopped across the bench seat, tail trailing off the end. At Willow's surprised look, she said, "Before you ask, yeah, I can leave the water. Well, for a while. So long as I get back to it in a couple hours, or my skin dries out." she shuddered dramatically. "Not nice when it happens. So who is it that nopony has seen all day?"

"Snips and Snails," Pipsqueak said. "Seems they had a bit of a donnybrook with our new classmate." He pointed to Willow.

Doubloon actually looked distressed. "Oh no! They're not in trouble are they?" She looked at Willow, scolding. "Why did you pick a fight with them?"

Willow was getting a bit upset himself. First nopony believed him, and now he was being accused of starting the fight? "Hey!"

"He says that Snips and Snails tried to pick a fight with _him_ ," Applebloom said.

Doubloon shook her head, disbelieving."Never in a million years. Okay, Snips has done some dumb things and gotten them both into trouble, but he's not a bully. And Snails doesn't have a mean bone in his whole body."

" _Ohhhhh._ You're _thweet_ on him, aren't you," Twist teased. Scootaloo pulled a face and Applebloom looked incredulous. Doubloon merely blushed a bit.

"He's nice to me, is all," she said.

"On your first day he sprinkled fish food in your bowl," Applebloom said in a monotone.

Doubloon blushed redder. "It was an honest mistake," she said. "he thought you all were going to have a bunch of goldfish. And he apologized and helped me clean the flakes out..." She shook her head. "Not a mean bone in his body."

Nyx had to nod. "Yeah. They've never been mean to me, even after... you know..." she waved a hoof. "They even saved my life once! Um, Kinda."

"Really?" Doubloon said.

"Like I said, kinda. Last Nightmare Night? They thought Nightmare Moon was gonna get me, and they charged right in horns first to save me."

"Wow," Willow said, impressed. Then paused. "Wait...but how...?"

Nyx winced, and several of the ponies at the table started to giggle. "Turned out it was _Princess Celestia_ dressed up as Nightmare Moon for Nightmare Night," she explained. "Snips and Snails jabbed her right in the plot. Um, one to the left, one to the right..."

Doubloon put her hooves to her mouth. "No way!"

Nyx, Scootaloo and Spike all nodded. "Yes Way." Doubloon squealed with laughter.

Willow brooded over what everypony was saying. Could he have been mistaken? He glanced over in the direction of town, brooding-- and happened to see the two ponies in question. They were skulking onto the playground like two sneak thieves, darting glances in every direction. They also seemed to be wearing.... sunglasses, scarves and strings of garlic around their necks?

Willow tapped the table with a hoof to get everyone's attention, and pointed at the two wayward colts. "Uhhh..."

Everypony in the little group turned around and looked, just as the two truant colts looked over at them. Everypony paused in confusion. Then Snips and Snails clapped eyes on Willow, and leaped in the air, screaming. "Vampony! Everypony run for your lives!" Before the classes' astonished gaze, they began running around in panicked circles yelling nonsense about the Vampony Invasion.

"Oh, not this again," Nyx moaned, faceplanting and throwing her hooves over her head, to Willow's complete mystification. "I _hate_ that stupid movie..."

"Oh come on, you two plotheads!" Scootaloo shouted at them.

Doubloon, it so happened, was wearing a rather ornate seashell necklace. To everyone's surprise Snails came running up and seized the back of the necklace in his teeth, and dragged the startled seapony backwards off her bench.

"Ack! Hey!"

He ducked his head under her and managed to flop her sideways over his back. "Come on, Doubloon, I'll save ya!" he said, galloping off across the playground.

_"What are you, crazy?"_ Doubloon shrieked.

"He's a vampony, ya gotta get away from him!" the dim would-be hero drawled.

"I'm not a vampony!" Willow yelled after them, exasperated. How had this gotten so out of hoof?

Thankfully the ruckus drew Miss Cheerilee out of the schoolhouse before they quite managed to run off into the sunset. "What is all this ruckus?" she demanded. She caught glimpse of Snips and Snails. "Snips! Snails! Stop that this instant. Snails! Put Doubloon down before somepony gets hurt. She's a seapony, not a saddlebag!" Snips and Snails screeched to a halt in front of the irate schoolteacher. Snails obediently put Doubloon down on the ground--- surprisingly gently. The two then began gabbling at Cheerilee about "vamponies!" "Monsters!" and "Invasion!"

"Wait wait wait, what?? Oh honestly you two! There's no vampony invasion. There's no vamponies. Willow is not a vampony. Nyx is not a vampony. _There's no such thing as vamponies._ "

"In all fairness," Ziggy muttered to Willow, "That's what they used to say about _sea ponies._ "

"And furthermore you two are tardy. No, you're truant. Come inside right this minute, I'm going to have a little talk with both of you." Miss Cheerilee turned around and marched back into the schoolhouse, Snails and Snips trailing behind, their heads hanging low and their ears drooping under the laughter and jeers of their classmates.

Willow saw the two colts shuffling off to be punished to the mocking of their classmates, and felt terrible. It wasn't reasonable, but-- after all the times it had happened to him it felt wrong to let it happen to somepony else. Even if they were a couple of goons. He got to his feet and started for the schoolhouse.

"Hey, where are you going?" Applebloom asked.

"It's my fault this happened," Willow said sheepishly. "I gotta go tell Miss Cheerilee what really happened." He trotted for the schoolhouse door. He passed Doubloon on the way; the seapony filly gave him an uncertain look-- then followed him inside, waddling a bit like a seal.

The two of them stepped inside. "...The garlic I get," Cheerilee was saying wearily. "But what on earth are the sunglasses and the scarves for??"

"The scarves are full of washers," Snails said confidently. "That way the vamponies can't bite our necks." He was rather proud of the scarves, they were his idea.

And the sunglasses?" Cheerilee deadpanned.

"Cause vamponies have _hypnotic eyes_ ," Snips said, lifting his sunglasses and bugging his eyes out at her for emphasis. "If they can't look us in the eye, they can't hypnotize us."

Cheerilee sighed with the weariness of every adult authority figure in history. "Boys, we've had this talk before," she said. "I wish that tacky movie had never come to our town. And I certainly wish you two had never seen it. 'Curse of the Vampony' is just a movie. It's not real. And vamponies are just an old mare's tale."

Both boys gave her skeptical looks that should have seared right through the cheap plastic lenses on their sunglasses. "Yeah," Snails drawled scornfully. "That's what everybody said about _Nightmare Moon._ "

Cheerilee paused in mid word, rendered dumb by the realization that she'd just been one-upped by _Snails._ She put her hoof to her throbbing forehead. "Boys," she finally said patiently. "Whether or not there are any vamponies, _none of your classmates are one._ What in Equestria made you think-- again-- that one of your classmates was a vampony?"

"He has the eyes," Snips said.

"Ya, and the bat wings," Snails added. "He wears sunglasses over 'em to hide 'em, but they're there."

"And he's even got _blood sucking fangs,_ " Snips said in a stage whisper. He looked over his shoulder and saw Willow standing there. "See? They're right there sticking out of the corners of his AIEEEE!" Snips and Snails both screamed. The pudgy unicorn did his level best to climb up his best friend's shoulders.

"Stop, stop, stop!" Cheerilee shouted. The two colts finally stopped screaming. "Boys. He's not a vampony. He's a _thestral._ Like the guards who pull Luna's chariot on Nightmare Night, remember?" She shook her head. "If you two didn't jump to conclusions all the time..."

Willow turned red and shuffled his hooves. "That's... kind of my fault, Miss Cheerilee," he said meekly. Cheerilee cocked an eyebrow. "I was on my way to school, and these two came up behind me and I-- I thought they were a couple of bullies who were gonna beat me up--"

At this the two unicorn colts gasped. Snips looked offended; Snails looked outright hurt. "We would _never_ do that," Snails said, wounded.

"Yeah, we were just saying 'hi,' " Snips said.

"That's how it always started in my old neighborhood," Willow said grimly. " 'Hiiiiya, Paaaaal.' And then WHAM!" He punched one hoof into the other. "You're head down in a gutter, getting a swirlie."

The two unicorn colts seemed to ponder this. "Wow. Your old neighborhood _sucks,_ " Snips said sincerely.

"And how does that add up to--" Cheerilee waved her hoof, indicating her two charges, their outrageous garb, _et al._

"Well they chased me--"

"We were just tryin' to figure out what was wrong!"

"And well, I scared them off."

"How ?" Doubloon asked, curious.

Willow shrugged. "I physically intimidated them."

There were giggles, and a loud snort from behind him. Willow looked; the Cutie Mark Crusaders-- Applebloom, Scootaloo and Sweetiebelle, at least-- were standing at the open door, eavesdropping. Scootaloo snorted again. _"You ?"_ she said. "You're barely bigger than _Pipsqueak--_ "

Willow gave a mental shrug. It was easier to show than to tell. He planted his hooves and gave the trio a _"Hissssss!"_ The three filles "Eeeked!" and jumped a foot in the air. They backed up, bunching together till they were practically in pyramid formation.

"Now what was that--?" Cheerilee demanded.

He turned and faced her. _"Hissss!"_ Cheerilee jumped in her seat and let out a little scream. Snips and Snails' scream was even higher.

He turned and faced the girls again. _"Hisss!"_

All three shrieked.  "Okay, we believe you we believe you!" Sweetiebelle said, covering her face with her hooves.

"Jumpin' horntoads," Applebloom agreed.

"Jeez, that nearly scared the cutie mark offa me!" Scootaloo said. She leaned forward with a grin. "Do it again."

Miss Cheerilee waved her hooves. "No no no, that'll be enough of that," she said firmly. She patted her chest with a hoof. "Goodness gracious. Ahem. I can see why Snips and Snails... jumped to conclusions." She gave the two a stern look. "Now what does that have to do with why were you late to school?"

"We ran off to hide..." Snails began.

"But then we realized we needed to warn everypony," Snips finished. "And, um, it took a while to find all the anti vampony stuff..."

"And it took _forever_ to sew the washers on the inside of our scarves," Snails said. he held up the end of his scarf; sure enough, the inside was covered with steel washers.

"And the reason you grabbed Doubloon and dragged her around the playground?" Miss Cheerilee said.

Snails let his head hang and scuffed one hoof. "We came ta school ta tell everyone about the vampony. I saw her sittin' at the table with him an'....I was tryin' ta rescue her," he admitted, his cheeks turning a bit pink. At everypony's dumbfounded looks, Snails said, "Well-- she can't _run._ I didn't want the vampony to get her..."

Doubloon rolled her eyes. "Really?" Doubloon said. Then she smiled a little. "That's kind of sweet. Dumb, but sweet." Snails blushed harder and got a goofy grin on his face.

"Well she wasn't in danger, because there is no vampire pony," Miss Cheerilee said. "You missed half a day of classes, and caused a ruckus on the playground all for no good reason..."

"We really, really stink at this, don't we," Snips said to Snails. Snails nodded dolefully.

"Miss Cheerilee," Willow said, waving a hoof. "It was kind of my fault. I did sorta... pretend to be a vampony to scare them off, and they really were just trying to do the right thing." He eyed their outfits. "The _weird_ sort of right thing, but still."

Miss Cheerilee raised an eyebrow and quirked the corner of her mouth up. "Very well. By all rights I should put them both in detention and write a letter to their parents--" Snips and Snails nearly had heart attacks at this-- "But this once, _just this once,_ I'm going to let it slide," Miss Cheerilee continued. Snips and Snails both let out a sigh of relief and all but sagged to the floor. "Girls, go ring the school bell and call everyone in; lunch is over." Scootaloo, Sweetiebelle and Applebloom groaned, but trotted off.

"And boys? Get rid of those silly outfits."

 

* * *

 

When everyone was back in their seats, Cheerilee had a little lecture ready for them. "Well, we've had an interesting day today," she said with a wry smile. "For better or worse. A new student from a whole new pony clan, and a few big misunderstandings between ponies. Willow thought Snips and Snails were bullies, and they scared him badly. So he scared them badly in return. Snips and Snails thought Willow was a Vampony.... just like they thought Nyx was a vampony for a while... because of a movie they saw last summer." Here she pulled down the rollup screen, revealing a poster for 'Curse of the Vampony II,' in all its gruesome glory.  "So they caused a ruckus on the playground, because they were afraid the vamponies were invading."

Some of the ponies started to laugh at Snips and Snails, but Cheerilee stopped them. "Oh don't you laugh too hard at them," she said. "they aren't the only ponies that make that mistake." She pulled down another poster, this one of an ordinary thestral. "Ponies all over Equestria think that Thestrals are cursed, or that they drink blood, or that they're slaves of Nightmare Moon, or even worse things. That has made life very hard for thestrals like Willow everywhere they go.

"Thestrals aren't the only ones. There are ponies who think that changelings like Flitter are all monsters. Ponies in Ponyville thought Zecora was an evil enchantress because she was a zebra. There are ponies who think Nyx, or Princess Luna, are dangerous and evil because they were once Nightmare Moon. Can anypony tell me why?"

A spindle-thin pegasus raised a hoof. "Because... they were afraid?"

Cheerilee nodded. "That's right, Featherweight. Ponies were afraid. And when they were afraid, they made terrible mistakes."

Willow raised his hoof uncertainly. "... Shouldn't they be afraid?"

Cheerilee looked at him carefully. "What do you mean?"

Willow shrugged. "The changelings really did invade. They were gonna conquer Equestria and drain it dry. Nyx and Luna really were Nightmare Moon, and nearly made night last forever." He paused. "And I really _have_ been beaten up by bullies. Wouldn't I be stupid _not_ to be afraid?" he finished on a challenging note.

To his surprise Cheerilee smiled approvingly. "Very good point, Willow. We do live in a dangerous world," she said seriously. "And there are places and times when we _should_ be afraid.

Now here's the hard part: how do we tell the difference?"

The class pondered this for a bit. Finally Nyx's hoof went up. "By thinking first," she said.

Cheerilee nodded. "Exactly. There are times when things scare you; when you can't help being scared. But you have to _think,_ first, before you act. If you get scared, and then just do the first thing that pops into your head, you can make terrible mistakes. Use your noodle--" she playfully tapped Willow on top of his head with the tip of her hoof "--and you won't end up in the soup."

"And one of the things that helps you think first when you're afraid, is to know _what_ scares you and _why._ That's why we're going to have a special writing assignment--" there were groans and laments all around. "Oh come on now, this will be fun. I want each of you to write a scary story;  the scariest story you can think of. It can be as long or as short as you want it... And at the end, I want you to write a paragraph about _why_ it's scary. It's due next Friday, so don't forget.

"Now, on to social studies. We've been going over the different pony tribes. We've covered the Earth ponies, pegasi, unicorns, the flutterponies and the sea ponies, and seeing as it's all the rage at the moment, now seems as good a time as any to move on to thestrals..."

 

* * *

 

The school day finally ended. Colts and fillies poured out of the schoolhouse, scattering to the four winds. Some off with their friends on after-school misadventures; some galloping straight home. Willow was one of the latter; he was so full of things to tell his mom and dad that he felt like he was bursting at the seams.

After a while he noticed a pair of ponies falling in step alongside him. He looked over; it was Snips and Snails. For a brief moment he felt a surge of panic; _They're following me! They're going to get even with me for getting them in trouble!_ \---but he pushed it down. _When you're afraid, think first,_ he reminded himself. _Just like Miss Cheerilee said._   He gave the two an awkward smile. "Um, hello," he said.

They gave him awkward smiles back. "Hi." "Hiya."  

The three of them walked in silence for a moment. "So why are you going this way?" Willow ventured.

"Cause, um, we live in this direction?" Snails said.

"Oh." The awkwardness lingered. "Um, sorry about this morning. Um."

Snips laughed, snorting a bit. "It's okay. Sorry we scared you, too."

Snails chortled. "Yah. That's probably the first time I ever scared anypony."

The three of them laughed a bit, relaxing just slightly. "So... what're you gonna write _your_ story about?" Willow asked.

"I dunno. Not thestrals, though," Snips reassured him. "Or vamponies."

Willow snorted.

Snails stopped, tapping his forehead with a hoof. "Thestrals, thestrals," he muttered to himself.

Snips and Willow stopped. "What's up, buddy?" Snips asked.

"I know I heard that word before," Snails said. "And not in Miss Cheerilee's class... but where?" He stuck his tongue out and rapped himself on the head. "Come on, come on-- oh yeah! Huh huh. Comic books!"

"Comic books?" Snips said, confused. Then his face lit up. "Oh yeah..."

"BatStallion!" they exclaimed together.

"BatStallion?" Willow said, arcing an eyebrow in puzzlement.

"Yeah," Snails said, nodding his head till it bobbled.

"Yeah, BatStallion," Snips said. He dropped to his rump and began digging around in his saddlebag. He pulled out a slightly dogeared comic book. It had a bat-winged pony on the front, with a cape and cowl and dressed all in form-fitting black. "He's the coolest superhero ever! And he's a thestral, just like you!"

Willow pulled a face. "BatStallion? Really? Bleh. He's not a real superhero..."

Snips look offended. "Whaddayou talking about? He fights crime and stuff!"

"Yeah, but he hasn't got any super powers! All he does is run around jumping out of shadows going 'Booga booga, I'm a thestral!' " That last bit sort of rankled Willow a bit.

"But he's got all these super cool fighting skills, and cool gadgets, and that cool chariot--"

"So his super power is a big bank account," Willow scoffed. "He's not a bit as good as SuperSteed..."

"But SuperSteed is an _Alicorn,_ " Snips complained. "An alicorn stallion from a distant star who doesn't just have alicorn powers, but _super_ alicorn powers. What fun is a hero who's so powerful nopony can beat him?"

"I like Spider Mane," Snails contributed out of the blue.

Snips snickered. "Yeah, that's realistic."

"A unicorn with spider powers?" Willow asked.

"Naw, a nerd who marries a supermodel." Snips rolled his eyes.

A wistful look crossed Snails' face. "Cherry Mane was _hot..._ " his wistful look turned to a scowl. "Stupid Joe Cheese... ruined my favorite comic book."

"They'll fix it someday," Willow reassured him. "Spider Mane is pretty cool, though."

"Oh wow, did you see the latest movie? It was _awful..._ "

And so the three of them ambled home, slowly bonding over the cheap four-color centers of their lives. Willow wasn't sure if it was a friendship yet, but it was shaping up that way. Mistakes were made--- but when you're young, mistakes can be easily forgotten, if you give yourself a chance.

 

* * *

 

_1) After the _'dawws_ died down._

_2) Handstand. But, you know, ponies, so--- front hooves._


	3. Chapter 3

[Scary Stories](http://www.fimfiction.net/story/92158/3/cheerilees-class/scary-stories)

 

 

"HAHAH! That's great! Now do Miss Cheerilee!"

There was a lime green flash of light. The group of schoolchildren suddenly had their teacher standing in their midst. Well, save for a few features... If one didn't notice [oddly bell-shaped legs, the ridiculously large eyes, the small body, or the tiny cartoonish mortarboard sitting on her enormous head,](http://www.behindthevoiceactors.com/_img/chars/char_47360.jpg) the imitation would have been perfect.  "My my, did SOMEbody forget to do their _homework_?" 'Miss Cheerilee' said, batting her eyelids and grinning at the students. "Oh Dear, that'll be five hundred years detention and fifty lashes with an anchor chain! Tee Hee!"

"Nooooooo!" Scootaloo pretended to faint. The street pealed with laughter.

The walk to school was more entertaining than usual. Several of the foals had grouped up together-- Willow included-- and Flitter had taken to entertaining them all by using her changeling powers to do cartoonish 'imitations' of ponies around town. The suggestions had come thick and fast the whole way.

"Ooh, do Mr. Breezy next!" Applebloom suggested.

Another flash of green and a caricature of the brogueish fan salesman was among them. "Arrr, if ye dinnae get yer fan from Breezy, it's CRRRRRRAP!" he exclaimed. The colts and fillies hooted.

Just then a light came on over the front door of the shop they were walking past. There was a sputtering noise, a green flash and Flitter was standing there again. She staggered a bit, eyes crossed. "Man, I HATE when that happens," she said, rattling her head to shake the fuzzies out. She glowered at the green light over the store's stoop. "Stupid changeling lanterns."

They could all see the store owner. He was standing just inside the front door, glowering at Flitter through the screen. The colts and fillies, Flitter included, winced back from his glare. He gave a snort of contempt and let the inner door slam shut.

"Sheesh, what a grouch," Truffle said.

Flitter shrugged. "Well, that's just the way it is," she said casually. "Some ponies just aren't going to like Changelings, that's all. Ponies are still a little scared." It was obvious that the pony's snub had hurt, though.

Willow's ear twitched. He could hear a weird, burbly noise, almost like a babbling brook, coming from down the street behind them. He looked back but saw nothing. "Does anyone else hear that?"

Everypony stopped. "Hear what?" Truffle asked.

"That noise," Willow said. "Like a river or stream going over stones."  It got louder even as he spoke.

"Hey, yeah," Bright Eyes said. "Now I can hear it..." The colts and fillies pricked up their ears, looking back in the direction the sound came from. It appeared a moment later. "Wow, you got good ears, Willow," someone said. Willow didn't notice who; he was too busy gawping at the thing that was bearing down on them.

At first he thought it looked like one of those [gigantic](http://thisiscolossal.com/wp-content/uploads/2010/08/media_httpfarm4static_jtGvn1.jpg.scaled10001.jpg) [soap bubbles](http://youtu.be/3i-zYdOPG2k) he'd once seen a pony at a fair make with a loopty hoop. As it drew closer he could see it was full of water, with smaller bubbles floating around inside it. What's more, there were two _ponies_ inside it...

It drew closer, floating along, barely touching the ground from time to time, only to flow up and away like it was dancing on tip-hoof down the road. There were two ponies, two SEA ponies, swimming inside. One was Doubloon, her orange mane flowing in the water like a cloud of gold; the other was a sea pony stallion. He had the same colors as Doubloon, and was carrying a golden trident in the crook of his leg. The rippling water-bubble flowed past them. Doubloon waved a hoof at them, and then with a flash of their tailfins they were on down the road.

"Whoa," was all Willow could manage.

"Pretty cool, huh?" Featherweight said. "That's seapony magic for you. They can use those tridents to make water do anything they want. Doubloon's dad floats her to school every day like that. "

"Yeah," Nyx said. "Mom says Celestia and Luna want to get a bunch of those tridents super bad. They think ponies can use them to control the weather, and all sorts of cool stuff."

"Can't they buy them?" Willow asked.

"Yeah, but they're really really expensive to make," Nyx said. "It's not easy to forge metals underwater. They have to use undersea volcanoes, which is really dangerous. That's what Celestia and Luna are negotiating with them about; they figure Earth Ponies can make the tridents super cheap for the Sea Ponies, if the Sea Ponies teach the Earth Ponies how they're made."

"Cool," several of the foals said.

"Ah wonder if they'd work with earth pony magic," Applebloom said.

"So are you taking Princess Twilight's advanced earth pony magic lessons?" Pipsqueak asked.

"Abso-tootin'-lutely," Applebloom said. "There's all sortsa things I could do easier on the farm if'n I could do magic like a unicorn." She stared off into space, head full of images of pulling weeds with magic and picking entire orchards with a wave of a hoof.

"Earth pony magic isn't like unicorn magic," Nyx objected. "Unicorn magic is more emanative, while earth pony magic is more tactile." She said it with an air of someone reciting a lesson.

"What does that mean, anyway?" Scootaloo scoffed.

Nyx rubbed the back of her head with a hoof. "It sorta means, like, unicorn magic is like light or fire--- it shines on things. But Earth pony magic sort of... I dunno, _feels and touches_ things." She shrugged. "Twilight explained it better I think, but it's really hard to put in words."

"Yeah, it's like trying to tell somebody what the color blue tastes like," SweetieBelle said, nodding wisely.

"Oh, I--- wait, what?" Scootaloo did a double take. She decided to shrug it off. "Egghead stuff," she muttered. "Still giving you those advanced lessons, is she?" she said to Nyx.

Nyx shrugged. "She wants me to know about unicorn _and_ earth pony magic, since I'm an alicorn," she said. "Once they have some books on it she wants to teach me pegasus and  sea pony magic too." She grinned. "Of course she has to learn it all too..." She giggled. "Remember the waterspout?"

"Everypony in Ponyville remembers the waterspout, Nyx," Scootaloo deadpanned. "Ponies in _Stalliongrad_ remember the waterspout."

"Did you all get that writing assignment done?" Sweetiebelle asked.

Applebloom nodded. "Yup. Big Macintosh and Applejack know all sortsa spooky ghost stories. Pickin' one to write out was pretty easy. What about you, Sweetiebelle?"

Sweetiebelle winced. "I almost didn't get it done."

"What, couldn't think of anything scary to write?" Applebloom asked.

Sweetiebelle shook her head. "No, I came up with a really really good scary story to write."

"So what was the problem?" Scootaloo said, eyebrow raised.

Sweetiebelle ducked her head, flushing. "It was so scary I had to keep stopping and running to the bathroom..." fresh laughter greeted this.

Willow grinned in spite of himself. The laughter was friendly and affectionate, not spiteful or cruel like he'd come to expect from other ponies and places. It was good to have friends.

They piled into the schoolhouse, ready for another day. It was Friday, and Miss Cheerilee was skipping handing out homework for the weekend today because everypony had done well on their tests the day before, so everypony in class was in a good mood.

About an hour or so before the end of the school day, Miss Cheerilee rang the bell at her desk for everypony's attention. "Okay, class," she said. "Now all of you remembered the assignment I gave at the start of the week. Did everyone finish writing their scary stories?"

"Yes, Miss Cheerilee," everypony said together, holding their papers up.

"Excellent!" She clapped her hooves in approval. "Today we're going to do something fun. We're each going to _read_ our story for the class." Less than enthused groans greeted this. "Oh come on, now-- don't you ever tell scary stories around a campfire? It'll be just like that. In fact, let's do it right. Archer, would you get the curtains?" Archer nodded and flew around the room, closing the blinds and pulling the drapes. Miss Cheerilee went over and turned off the lights. Some of the foals squeaked in alarm when the room went dark.

Then she pulled a giant flashlight out of her desk and stuck it under her chin. "Now it's time to tell some scaaary stories, muwuahahahahha," she said. Most of the foals giggled. Some of them looked far less enthusiastic though, Willow noticed. He was fine, personally-- he liked spooky stuff and scary stories. Miss Cheerilee looked along the front row. "Okay, let's see. Snips, why don't you go first?" She motioned for him to come up front and handed the flashlight to him.

"Okey doke, Miss Cheerilee," Snips said. He stuck the flashlight under his chin and held up his paper so he could read. "I call this story-- the CURSED COFFIN... OoooOOooooo...."

 

* * *

 

In ten seconds Miss Cheerilee's class was rigid in their seats.

"...and no matter where the pony ran, the coffin followed him. THump, thump thump... He ran into his house and locked the door. It smashed through the door and kept coming! Thump. Thump. Thump. He ran up the stairs. It hopped up the stairs after him, Thump. Thump. Thump. He ran down the hallway. It was getting closer! Thump. Thump. Thump!

" It opened it's lid, it was gonna get him! Thump! Thump! Thump! He ran into the bathroom and opened the medicine cabinet. Here came the coffin. Thump! Thump! Thump! He grabbed a bottle of cough syrup. Thump! Thump! Thump! He threw the bottle of cough syrup at it! Smash!

"...And the coffin stopped."

It took a second to sink in. Groans, boos, and wads of paper rained down on the colt, who just stood there grinning and doing a soft-shoe. "Yatatatata, yatatata, thank you, I'm here all week, try the chef's salad..."

Miss Cheerilee sat at her desk facehoofing and laughing in spite of herself. "All right, Snips," she said, rolling her eyes. "Pass the flashlight to the next student..."

"Here ya go, Sweetiebelle," Snips said. Sweetiebelle stepped up to the front, fumbling with the flashlight. "Um, I'm not sure if this is really scary enough..."

"Just go ahead, dear," Miss Cheerilee urged. "Just do your best."

 

* * *

 

"...And with a horrible, bloodcurdling scream, and a wet, bloody crunch! The little filly was gone. The horrible thing made of a thousand bloody screaming faces had _Eaten. Her. Up._

"The end." Sweetiebelle smiled politely and gave a little bow before heading back to her seat. Every student in the class stared at her the entire way, their eyes round as dinner plates and their pupils pinpricks.

"My, that was..." Miss Cheerilee said in a shaky voice. "Ahem. Very... enthusiastic,  Sweetiebelle. Oh my."

_"What is wrong with you, filly?"_ Scootaloo said to her unicorn friend, her voice rasping in horror.

"Never gonna tell campfire stories with Sweetiebelle again, never never never never...." Applebloom moaned, her head on her desk.

"What say we take a little break, everypony?" Miss Cheerilee said in a _very_ bright and chipper voice. "Get a drink of water, run to the little foal's room if you have to..."

"Too late," somepony in the back whimpered. Nevertheless, there was a stampede for the door.

 

* * *

 

The next pony up was Rumble. "This story is called 'the Creepy Crawlies,' " he said.

Willow blinked, then shot a quick look at the pony sitting next to him-- Flitter the Changeling. _This could get awkward_ , he thought. Flitter happened to glance over. She must have figured out what he was thinking from the expression on his face, because she scowled and socked him in the shoulder with one hole-y hoof. _"Shuddup,"_ she whispered.

_"But I didn't say anything--"_ he whispered back, rubbing his shoulder.

"You thought it," she whispered. She snorted. _"It's just a story, dummy. Just because I **look** like a bug..."_

Miss Cheerilee shushed them. Willow turned his attention back to the story. "Once upon a time, a colt went camping with his big brother..." Rumble said. "It was a lot of fun. They went hiking, and toasted marshmallows, and did all sorts of stuff. They went to bed that night under the stars."

"But the next morning he woke up, he felt something crawling in his sleeping bag..." Rumble gulped. "And when he opened the sleeping bag up, it was full of jillions and jillions of spiders, crawling all over him !" The foals in the classroom gasped. A couple of fillies squealed.

As the story went on, Willow realized something.  Most everypony in the class knew that Rumble was scared to death of bugs. Even being around Flitter gave him the jitters.  Rumble's story wasn't just a story, it was a confessional.

" ...and everywhere the colt went, he saw the Creepy Crawlies. Caterpillars on the trees. Spiders in the corners of the ceiling. Ants crawling on the wall. No matter where he went there they were.

"He tried to keep them away. He sealed up his windows with glue. He sprayed under his bed with bug spray till it made him sneeze and break out in hives. But the Creepy Crawlies kept coming. They'd creep in through the cracks in the walls and the doors and the floors and he knew that some night when he was asleep, the ants and the fleas and the roaches and the sp-sp-spiders would climb up on his bed and, and--"

Without any warning, Flitter let loose with a wild shriek and lunged out of her desk. Willow nearly jumped out of his skin. Heck, so did the rest of the class. Squeals and screams of fright abounded as the changeling filly began to thrash and roll about on the floor. "AAAahh, Get em off, Get em off, get em AWWWFFFF!!" She wailed in her buzzy voice.

Miss Cheerilee leapt up and turned on the lights. "Flitter! What is it--"

Willow nearly freaked. _He could see little dark flecks all over Flitter..._ on her back, her legs, in her hair...

"Creepy Crawlies! Ahh! I felt 'em crawling on me! Get em off, get em off! They're in my mane, they're in my MAANE-- they're... they're..." Flitter stopped rolling around. She held up a leg and squinted at the little flecks. _"Confetti?"_

Simultaneously everyone in the room looked at the seat directly behind Flitter's. There sat Truffle, right next to the arts and crafts supplies, trying his absolute best to look innocent.

It was five minutes before everypony could stop laughing. Even Rumble was laughing fit to bust.

 

* * *

 

Nyx was getting into her story, full swing. She loomed over the flashlight, the light glowing in her cat-like eyes, grinning horribly as she told her tale of a pony strapped to a table in a room with a single, tiny spider. "And the helpless pony could only watch as the horrible poisonous spider dropped down towards his face, lower and lower, inch by inch..." Several of the fillies squealed; some covered their faces with their hooves while others gaped in growing terror.

Had she not been so wrapped up in her story she might have noticed that all the colts and fillies were staring in horror over her head, where a little black spider could be made out slowly lowering itself on its thread.

"Closer, and---" Nyx stopped and rolled her eyes as she felt something light and tiny land on her horn. "Oh very funny, Truffle. Fool us once, shame on you; fool us twice, shame on--"

Then it skittered down to her nose. Her eyes crossed brilliantly, Willow noted.

"WAAAAGH!"

 

* * *

 

Ziggy cleared his throat.

"The last pony in the world sat alone in an empty room.

There was a knock at the door."

There was a long pause. Scootaloo raised her hoof. "Isn't there any more?"

Ziggy looked surprised. "No. I admit/ that was it."

"That wasn't scary. Why would that be scary?"

Ziggy scowled. "It wasn't anypony," he said. "He was the last pony in the world, remember?"

"Well then who knocked at the door?" Scootaloo demanded. "If somepony knocked at the door, then there was obviously somepony else, so he _couldn't_ have been the last pony on earth."

It wasn't," Ziggy said in exasperation, running his hoof through his striped mane. "It wasn't any pony!"

"Oh, so it wasn't a pony knocking at the door. Who was it then?"

"Well, it could've been a zebra," Sweetiebelle pointed out.

"Yeah," Applebloom added. "Or a gryphon. Or a donkey or a cow." The other students made sounds of understanding.

"That story really isn't scary, Ziggy," Archer said. "I think you need to work on it a little--"

Ziggy scowled. "I don't know why I bother with you lot...."

 

* * *

 

"Um. The Scariest Thing Ever."

"AAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHH!!!!!"

Willow clutched at his chest with his hooves. What the hoopty heck? Snails had turned on the flashlight, put it under his chin and then screamed bloody murder at the class. What was that supposed to be??

Miss Cheerilee flipped the lights on again. Everypony in the class had another laugh; half the class members with wings had ended up in the rafters when Snails had cut loose with that scream. "Snails, what in the world was that??" Cheerilee demanded.

"It's the scariest thing ever," Snails said. "That's what we were supposed to do, right?"

Miss Cheerilee rubbed her forehead. "Snails, dear," she said patiently. "You were supposed to _write_ the scariest thing ever..." she glanced down at the paper Snails had left on her desk. "And... apparently you did." She flipped the paper over and read. "... Verbatim."

Snails hung his head. "Another after school talk?" he said dolefully.

Miss Cheerilee rubbed her forehead again. "Just... just forget about it, Snails."

 

* * *

 

Doubloon's wind-chime voice sent chills up the foals' spines. " 'But you have gone out into the dark waters, like I warned you not to,' the wise old seapony said. 'And now you must pay.' And his smile grew wider, and wider, and wider, and the little seapony brother and sister could see terrible shark's teeth in his mouth..."

 

* * *

 

"There's a terrible creature that lives in the dark. It has eight lidless eyes... long, hairy legs...."

"Ooh, like a spider?"

" _No, not like a spider._ It's horrible, and huge. It never sleeps. It has no love inside it. And it can SEE changelings, no matter who or what they look like... and it lays in wait for them, and when it catches them it traps them---"

"In a web?"

_"It's not a spider!_.... and then when it's hungry it bites them, and sucks their insides out--"

"Geez, this is the fourth story with spiders in it since we started--"

Flitter stamped her hoof angrily. " _IT'S NOT A SPIDER!_ Doggone it, just because I LOOK like a bug..."

 

* * *

 

"Once upon a time," Silver Spoon began. "There was a little princess who lived with her family in a beautiful castle with her mother and father. They loved each other very much, and the little filly was very happy.

"But  the little princess had a nurse. And the nurse was a _mean old witch._ When the king and the queen weren't around, she'd lock the little princess in the cupboard for being bad-- in the dark, all alone. She'd take away the little princess' night light, to punish her for crying." Silver Spoon's voice quavered a little and the flashlight trembled in her grip.

"And when she thought the king and the queen weren't listening, the mean old witch told the little princess all about the shadows. That the shadows wanted to _get_ her, and if she ever wandered off alone, the shadows would come get her, and drag her away to an awful place where there was no light anywhere, and she would be trapped in the dark _forever._

"The little princess was scared of the dark, more than anything in the world. So she tried very hard to be good.

"Then one day she woke up, and there was nopony in the palace. There were no servants, no guards, noone in the kitchen, noone in the drawing room... and no matter where she looked, her mother and father weren't there. Not even the mean old witch of a nurse.

"She ran from room to room, crying for somepony, for anypony. Then the sun started going down. It got darker and darker, and the shadows in the corners and under the furniture and behind the stairs got darker and darker, and longer and longer..." Silver Spoon's voice was a warbling wreck.

"And the shadows got her. And nobody ever saw her again. And she never saw her mother or father again and she was trapped in the _dark forever and ever and--_ "

Miss Cheerilee started to rise from her seat; she was going to turn on the lights and comfort the poor filly. Suddenly there was a glimmering in the dark. She turned, surprised, to see where the light was coming from. It was Willow, the thestral colt. He was holding a tiny fairy light between his hooves, holding it up so the light fell on him and those around him.

Willow had never realized how afraid somepony could be of the dark. He had night vision; he could see in this darkened room with ease. It must have been like a coal-black sack to the other foals in the room-- well, except for maybe Nyx and Flitter. Silver Spoon wasn't a nice pony, not by a long shot. She was snide and spiteful and she toadied after Diamond Tiara. But Willow couldn't leave anypony crying in the dark.

Willow's father had given Willow one of the fairy-lights he used for his work. Willow always carried it with him. It was small and bright and it ran forever on just a little bit of magic. It entranced him; he couldn't say why. But when he saw Silver Spoon start to cry, he'd known just what it was for. He pulled it from his saddlebags and held it up in his hooves so she could see.

"It's okay, Silver Spoon," he said. "You're not alone. " He smiled awkwardly. "My Dad always says "You're never alone in the dark if you carry the Light with you.' " He could see the pale blue light glimmering in the wet of her eyes.

His little blue light was joined by a tiny green one. He looked over at it; Flitter had lit up the tip of her horn, making a tiny marble of green light at its tip. Sweetiebelle was next, with a pale mint green light from her horn. Then Nyx, smiling as her horn lit up indigo. Dinky Hooves pulled her Happy Bunny night light out of her saddlebag and lit it, grinning. Then Rumble held up a penlight. Truffle held up a birthday cake candle. Even Snails, after considerable grunting and straining, lit up his horn with a sputtering orange glow. Pretty soon every colt and filly from Applebloom to Ziggy was holding up some sort of light or glow-dot or candle, till the room looked like it was full of stars.

Silver Spoon just sat there, sniffing and pushing her glasses up so she could rub at her eyes and smiling from ear to ear. "Thank you," she said, her voice croaking.

Willow set his fairy light on his desk. He shifted his rump in his seat, ignoring the faint flash of light around him. Darn, sitting up that way made his flanks go all numb and tingly.  Silver Spoon came up to his desk and-- shock-- gave him a quick hug. She pulled away of course just as quickly, as if she was ashamed of it. Oh well. She went back to take her seat next to Diamond Tiara, who -- surprise again -- gave the gray filly a comforting hug.

There was a rather theatrical honk from the direction of Miss Cheerilee's desk, followed by a loud sniffle. "Oh, pardon me, children," Miss Cheerilee said. "Must be the dust in this old classroom. Ahem. It seems we're running a little short on time, so anypony who is still left, we'll let you read your story in class next Monday--"

There was a loud rattle from the back of the classroom. Everypony froze in their seat and gasped. Several horn-lights winked out. Those who still had working lights turned them to the direction of the sound. They lit up the storage cabinet. As they watched the doors on the cabinet rattled again. The school foals gasped; those closer to the cabinet leapt out of their seats.

"Everypony, come up front and get behind me!" Miss Cheerilee said. The students couldn't move fast enough to obey. They huddled behind their teacher, whimpering.

In all the fuss, nobody thought to turn on the lights or raise the curtains.

Miss Cheerilee crept toward the cabinet in the dark, holding the flashlight in front of her like a holy sword. "Whoever's in there, you'd better come out!" she shouted in her sternest voice. The only response was more rattling and thumping from the cabinet. "All right, I'm... I'm coming in there..." the teacher said. She reached one hoof slowly towards the latch and flipped it up--

The doors burst open. Everypony screamed; Miss Cheerilee went "YEEE!" and toppled over on her back, all four legs sticking up in the air. Somepony finally remembered the lights and flipped them on just as Pinkie Pie leapt out of the cabinet in a cloud of confetti and balloons.

**"SURPRIIISE!!"** she yelled.

The foals all sagged in relief. Some outright collapsed to the floor. Miss Cheerilee got back to her feet, patting her chest and not quite hiding the death glare she was giving the giggling party pony. "Pinkie Pie! What are you doing in my supply cabinet?" she asked.

"Waiting for somepony to unlock the door and let me out," Pinkie said. "Did you know there's no door handle on the inside of that thing? By the way, I reeeeeeeeely gotta pee, so let's make this quick."

"All day?? Wait; how did you get in there in the first---" Cheerilee started, then waved a hoof. "Never mind." She took a deep cleansing breath. "Pinkie... _why_ are you here?"

"To pass out the invitations to Willow Wisp's party!" Pinkie beamed. She produced a stack of envelopes wrapped in a ribbon and handed them to Cheerilee. "You can pass these out-- oo, except for this one--" she slipped an envelope off the top and hopped over to where Willow was standing. "This one is for YOU." She hoofed it over to him.

"A... party?" Willow said uncertainly.

"Of course, silly!' Pinkie said, beeping his nose. " I told you I throw a 'Welcome to Ponyville' party for every and I mean every new pony in Ponyville! And that means you!" She stopped and pooched out a lip. "I'm sorry I didn't get your invitation to you sooner but when I found out you were a _batpony_ I realized I had to make it an extra special party because you're the first _batpony_ in Ponyville too so I had to add some extra decorations and party favors and I had to change ALL the invites and the signs and that's why I went--" she stopped, bugged her eyes out and went GASP--- "and ran off so suddenly--"

"A party for me?" Willow held up the envelope and looked at it. "Wow. Nobody ever threw a welcome party for me--"

"Well now somepony has, and--" Pinkie stopped, slapped her hooves to her cheeks and gasped.

"What, what's wrong?" Willow asked.

Pinkie rolled her eyes. "Omigosh, just look! Now it's gotta be a 'Welcome to Ponyville' and 'first batpony in ponyville' AND a Cuteceneara... or wait, you're a colt, isn't that a Cutie Mitzvah..."

"But I don't have--" Willow looked down at his flank and eeped. On each hip was a round blue flame with a trailing, wispy tip.

"Dude, you got your cutie mark! Awesome!" Snips said. He slapped Willow on the back. There was a round of backslaps and congratulations from all the other students.

"Phooey," Pinkie said, sticking out her lower lip. "I'll just get another banner and an extra cake. ...Now remember everypony, tomorrow at Sugarcube Corner, don't be late! And now to the little filly's room. GANGWAY!" She galloped from the classroom like her tail was on fire.

 

* * *

 

The foals all clustered around Willow as they left the schoolhouse. "So what does it mean?" somepony asked. "What's your special talent?"

"I... I'm not sure," Willow said.

There were groans and "come ons" from all around. "You gotta have _some_ idea!" Scootaloo said, pointing to her own shooting-star mark. "I mean, it happens when you know, you know?"

"Yeah," Applebloom said, looking proudly at her own mark-- a gear overlapping an apple. "I didn't think mine was ever gonna come in-- but when it did, it was like everything fell into place. I dunno how you couldn't know what your own cutie mark means..."

"Definitely," Sweetiebelle said. "Besides, it's usually pretty obvious what it means." She waggled her rump, showing off her heart-shaped musical note.

"Not for everyone," Nyx pointed out. "It took Mom and me a while to figure out what mine meant. Heck, you guys thought my moon and shield was a shovel!" Everypony laughed at that.

"Well... I think I have an idea," Willow admitted. "But I... I sorta want to think it over before I say it." Which was sort of true. He had a pretty solid idea what his cutie mark was telling him-- but he didn't quite know yet how to say it without feeling silly.

_I'm at home in the dark. I can see when other ponies are almost blind. But that doesn't make me feel proud, or special. What makes me feel special is when I can help other ponies see._

_That's what my special talent is. They say a will o' the wisp can light the way to your fate. That's what I want to do: To light the way. To help other ponies find their way in the dark, so they can find their way home._

It felt right. It felt... good.

One by one the other foals peeled away, heading home or off on some adventure with their friends, with goodbyes and promises to come to the party tomorrow. Soon Willow was walking almost entirely alone.

Almost. He realized that one filly was still walking next to him; Diamond Tiara. She walked beside him, glaring straight ahead. _Oh no, what does she want?_ He wondered. She said nothing. The silence pressed against his nerves.

After a minute or so she finally spoke. "So you were nice to Silver Spoon," she stated. He made a sorta-yes sound. "She's my best filly friend since forever. So I guess that earns you a  point with me, Newbie." She glared at him and pointed. "But only ONE point! So don't push your luck. Got it? "

"Got it."  He kept his mouth shut. They walked a bit more, if not in sociable silence then at least in a state of wary truce. He finally bit his lip and asked "Is she okay?"

"She will be.  She's still scared of the dark, but... I fixed that thing with the nurse."

Willow's ears twitched. "How?" he asked.

Diamond Tiara's mouth spread in a smirk. "Once upon a time there was a good little princess who was scared of the dark," she said. "Because a mean old witch of a nurse scared her. But the little princess had ANOTHER princess as a friend," here she struck a pose, "who was as _mean as a snake._ " She shot him an evil grin.

"When the mean-as-a-snake princess found out the nurse was making her very best friend cry, the mean little princess went out digging in the trash and found lots of empty bottles of Applejack's Finest, and Old Diamond Dog, and Philomena Thunderbird. And _sommmmehow,"_ here she put a hoof to her chin and put on a tee-hee-innocent face, " _Sommmmehow_ all those empty bottles found their way into the nurse's room, and the nurse's bathroom, and the nurse's big old handbag, and the nurse's carriage, in all sorts of places where the good little Princess' daddy would _find_ them. And find them he did.

"And now the mean old witch lives in a shack on the edge of town and collects bottles herself-- to trade in for pennies so she can buy soup." She stopped and poked Willow in the chest with her hoof, smiling like a shark. "And the moral of the story is: _Don't buck around with my friends._ " She spun around and sauntered off, her nose in the air.

Willow stood there thinking over all he had just been told. There was only one word that could really sum it up, he decided.

" _YYYYikes_ ," he said.


	4. Chapter 4

[Cold Shoulder](http://www.fimfiction.net/story/92158/4/cheerilees-class/cold-shoulder)

 

 

           It was hot.

Primordially hot.

Mad hot.

Celestia-done-lost-her-MIND hot.

It was late spring, closing in fast on summer, and due to some monumental screwups in the Weather Bureau, a good chunk of Equestria was stuck in the middle of a massive heatwave that they insisted was necessary to balance out some excessive rainfall elsewhere. Consequently Ponyville had turned into an oven. The air was hot and still. All the grass was turning brown and drying out. Rainbow Dash was kept busy shuttling her limited allotment of rainclouds out to Sweet Apple Acres and the other farms just to keep the crops from drying up. Everypony, even workaholics like the Apple family, were doing as little as they possibly could in the sweltering heat, retreating indoors to plop down in front of fans and air conditioners and even open refrigerator doors, or in the case of the younger crowd, beating a path down to the lake to try and cool off there. Sunburned shoulders and noses and swimsuit lines were de riguer among the colts and fillies, and Doubloon was easily the most popular pony in her class-- she used her Daddy's water trident to send sprays and cooling mists up in the air over the beachgoers, turning the lakeside into an impromptu water park.

But nopony, especially school age foals, could linger by the lake all day. (Not even, ironically, the one who was part fish.) School was still in session for another few weeks, so every colt and filly in Ponyville had to troop through the heat up to the schoolhouse, suffer through classes in the stuffy classroom, and then troop back home again. Miss Cheerilee did her best, but the schoolhouse air conditioner just wasn't up to the task and the fans she bought from Mr. Breezy didn't help much at all.

It was recess at the moment. The schoolfoals were outside, ostensibly playing, but it looked less like foals frolicking and more like the aftermath on a battlefield. The limp bodies of colts and fillies were draped everywhere, sprawled out in every possible spot of shade, clustered around the water fountain, guzzling water and occasionally risking adult wrath for wasting it by spritzing each other and themselves. Otherwise they all moved as little as possible.

Nyx, Flitter, Willow and the CMC were all sprawled out in the shade of the huge oak tree that grew on the edge of the playground. The air was so hot and muggy it made little difference, though. A fact which Scootaloo was making a great deal of effort to point out. The pegasus filly lay on her back in the shade, all four hooves sprawled out. "It's hot," she called out to the sky.

"We know," Nyx grumbled from nearby. Her ink black coat wasn't helping her keep cool, temperature or otherwise.

"It's soooo HOT," Scootaloo said again.

"We _know,"_ Nyx growled back. "Stop TALKING about it."

"But it's--- so--- HOT!" Scootaloo said in frustration, briefly kicking all four hooves in the air before falling limp on the ground again.

This was an opening Flitter couldn't resist. "Howwww hot IS it?" she said, lifting her head up long enough to waggle her eyebrows. A weak giggle went through the group.

"So hot you could fry an egg on the sidewalk," Scootaloo said. A few foals giggled.

"Fergit that," Applebloom said. "the chickens are layin' all of 'em hardboiled." This one got a good bit more laughter.

"It's so ruddy 'ot you 'ave to butter your 'ooves to keep from stickin'," Pipsqueak said.

Nyx thought it over. "It's so hot I saw Spike putting on suntan lotion." She giggled.

The baby dragon looked up from where he was napping on a hot rock in the sun. "Har, har," he said. He lay back as the others laughed.

"It's tho hot Pinkie Pie climbed in her oven to cool down," Twist ventured. Everyone laughed.

"Don't laugh too loud, she just might," Willow said. The thestral colt was lying on his stomach, slowly waving his webbed wings to keep them cool-- much to the appreciation of the foals close enough to feel the breeze. It was a mark of just how eccentric the local baker's assistant was that nobody contradicted him.

"It's so hot I saw two trees fighting over a dog," Rumble said, grinning evilly.

It took everyone a minute. "EWwwwww," everyone chorused. Nyx tried to whomp her coltfriend in the shoulder with her hoof but gave it up as a lost cause.

"It's so hot the birds are using potholders to pull worms out of the ground..." Snails said. That one only got a weak laugh, but it was there.

"Heh. You got one SweetieBelle?" Scootaloo asked, looking upside down at her friend.

The musical unicorn filly tapped her chin with her hoof, thinking it over. "Umm, it's so hot that.... um..." She let her eyes drift around looking for inspiration. Her eyes went round. "... there's a colt walking down the street in a snowsuit, scarf and wooly hat!"

Several heads turned to look at her in confusion. "That one doesn't make any sense, SweetieBelle," Nyx said. She squinted at her friend. The pastel-maned unicorn wasn't getting heat stroke was she?

"No, really! Look!" SweetieBelle pointed. Everypony sat up and looked. She was right. There was a colt walking up the path to the schoolhouse dressed in what had to be every piece of winter gear he owned. He wore a winter cap, earmuffs, a huge bulky snowsuit, boots, and a red and white striped scarf wrapped half a dozen times around his face. All they could see of him was his white snout and his snow-white tail... which seemed to be blowing in a breeze that wasn't there. He was towing a small wagon behind him that had a large ice chest sitting on it.

As every student on the playground watched in disbelief, the colt... well, most everyone assumed it was a colt; there was no way to really tell... trotted up to the schoolhouse and went inside, the wagon bumping up the steps behind him. Everyone looked at each other. "Did we just see that?" Spike finally asked.

"If you did, so did I," Scootaloo said. "I gotta see what this is about." She got to her feet and trotted to the school.

"C'mon, everypony," Applebloom said, following suit. "Recess is almost over anyway, and ah know I'd just go nuts wondering...."

As a group, they trooped to the door and filed in. To their surprise the air inside the school was cool and refreshing. "Sweet," Snips said. "Miss Cheerilee musta fixed the AC."

He bumped into Applebloom, who had stopped dead the doorway to the classroom. "I don't think so," she said oddly. Slowly the class piled up behind her, peering over and around each other to see what she was talking about.

Up at the front of the classroom, Cheerilee was talking with the colt who had come in. He had just finished shucking all his winter gear and piling it by the coatrack. Cheerilee looked up and saw her class milling in the doorway. "Hello everypony," she said. "Recess isn't over yet, but since you're all here I'd like to introduce you to your new classmate." She smiled a touch nervously. "This is Frosty. Frosty?" She made a motion for him to say something.

The colt turned and faced the class. He was an ordinary looking colt for the most part; He was a blank flank with a snowy white coat. He also had blank, blue-white eyes, and a cloudy white mane and tail that seemed to float in a breeze nopony else felt.

"Hi," he said. He looked anything but enthused. "My name's Frosty.

"And yeah... I'm a Windigo."


	5. Chapter 5

[Cold Shoulder, Part II](http://www.fimfiction.net/story/92158/5/cheerilees-class/cold-shoulder-part-ii)

 

"I'm a Windigo."

There was a long pause. Followed by another one just like it. "Oh-kayyyy..." Spike said.

"Um, actually I'm HALF Windigo, I shoulda said," Frosty said. He scratched the back of his head with a hoof awkwardly. "It's sorta complicated...."

"Well, since everypony's coming in, why don't we all sit down and you can tell us all about it. Come along, children..." the class started to shuffle in. (Doubloon was already in, of course, curled up at the bottom of her bowl. She would have fried like a flounder out in the sun if she'd gone out today, she'd insisted. Even then her aquarium was little reprieve; the weather was so hot the water in her bowl was already tepid.)

"Wait!!" SweetieBelle jumped in front of the others, blocking the way. "Nopony go in yet!"

Miss Cheerilee frowned. "SweetieBelle, what is this?"

"I just remembered... Flitter's a Changeling!"

Miss Cheerilee gave the unicorn filly a look that clearly said she was confused, and annoyed by that fact.(1) "And what does that have to do with anything?"

"Well," Sweetie said, "Changelings feed on _love._ Right?" She pointed to Flitter, then over to Frosty. "And Windigos feed on _hate._ So what happens if they get put together? It could be dangerous!"

Spike suddenly gulped. "Hey yeah, I remember Twilight messing around with... well, opposite stuff. Anti-somethings and posi-whatevers. She told me it could be really really dangerous mixing opposites.  Gosh, they could _explode_ or something!"

This set off a predictable reaction. "Explode?!" "I don't wanna be in a room with no explodin' ponies..."

Miss Cheerilee facehoofed. "I'm pretty sure it doesn't work that way, children," she said patiently.

Nyx looked at Spike for validation. "Did Mom's experiment explode?"

Spike shrugged. "Well, she brought these two clouds of stuff together,  I remember this bright light and a really loud noise, and when I woke up the library had a new skylight."

"Oh, so that's where that came from," Nyx said, tapping her chin with a hoof.

Cheerilee turned her eyes skyward, silently pleading for somepony to enlighten her to her student's bizarre chain of logic. Frosty, for his part, was scowling at his new classmates like they were the biggest bunch of morons in Equestria.  "Windigoes don't explode," he snorted. "And we don't feed on hate, either. Duh."

"Wait, what?" Chorused several students. Before the tumult could grow, Cheerilee rapped her hoof on her desk for attention. "Children. Children! Please, take your seats. If we all sit down and let Frosty tell his story, then we can get our questions answered." She gave a half-smile. "And I think I can give a no-exploding guarantee, everypony."

There were some awkward giggles, and the students filed in and obediently took their desks. "Now Frosty, why don't you start at the beginning. Tell us about yourself, where you're from, your family."

Frosty nodded and took a deep breath. "Okay, I'm Frosty, I'm a half-windigo, I guess I already told you that. Um. I live with my Mom, Polar Star. She's an arctic explorer and a mountain climber. We moved here to Ponyville so we could have a place to stay when my mom wasn't on one of her adventures."

A hoof in the back shot up. "And who's your Da?" Pipsqueak asked.

Frosty shuffled his hooves a bit. "That sorta has to do with why I'm half Windigo," he said. "Okay, see, somethin' like twelve years ago, before I was born, she was out exploring the Wintertop Mountains with a team--- counting mountain goats or something-- and she got separated from her team by a blizzard. She took shelter from the storm in a cave and fell asleep next to a fire. When she woke up, the fire was gone, and she found herself sharing her cave with a Windigo stallion."

Everypony "oohed" and leaned forward. "What'd she do?" Snails asked, worriedly.(2) "Did she run away?"

Frosty shrugged and rolled his eyes. "This is my Mom, Polar Star, the great arctic explorer," he said drolly. "If you plopped a frost dragon down in front of her she probably would give it a five-page questionnaire about its life and dietary habits." The class chuckled.

Spike grinned at Nyx. "Sounds familiar, don't it," he said with a smirk. Nyx stifled a snicker.

"Kanevvluk(3)--- that's my Dad--- had saved her life. He'd been hiding further back in the cave. The cave was blocked by the blizzard; if he hadn't put out the fire and dug airholes to the outside she would have suffocated. When she woke up he'd figured he'd have to run away, but when she saw what he was, she wasn't afraid. He was so impressed with her courage that he stayed with her through the blizzard, keeping alive by sharing their warmth, telling her all about his people. When the rest of the expedition finally found her, she was all alone in the cave-- but the very next night there was a beautiful aurora over the whole mountain range. And eleven months later, to the day, she had me. She named me Kaneq.(4)" He half-grinned.  "It means 'Frost' in the Windigo language."

"My, what a lovely story," Cheerilee sighed with a smile. "Very mythic and poetical."

"So the magic of the aurora gave her a Windigo baby?" Nyx asked.(5)

Frosty made a dismissive 'pssh' sound. "Nah. They just spent the last three days in the cave doinking." The poleaxed look on Cheerilee's face would have been heartbreaking, had anyone older and less guileless been there to see it.

Before Cheerilee could frantically assess whether she was going to have to head off any inquiries for definitions of the verb "to doink,"(5a)  the topic was mercifully shifted to another track. Applebloom raised a hoof, frowning. "But Windigoes are all wind and cold and stuff," she said. "How could he keep--"

Frosty answered this with the air of someone who had answered the same question the same way for far too many ponies for far too long a time. "No, they aren't," he said, his eyebrows flat. "They're flesh and blood ponies like everyone else, except when they're flying. And yes, we're warm. See?" He pressed the frog of his hoof to Applebloom's nose. The filly started in surprise, but didn't deny it; his hoof was warm. A few other colts and fillies tentatively felt the frog of his hoof. "We can just stand lots colder stuff than most ponies, like polar bears or seals can." He shrugged and put his hoof down. "We're not so great with warm and hot stuff, though. Oh gosh--" He suddenly trotted over to his coat and other gear, which were getting surprisingly soggy. He popped open the lid on his ice chest and started stuffing the articles of clothing in.

"That's why I wear all this stuff when it's really hot," he said. He held up his scarf; now that everypony was closer they could see it had bulging pockets lining the inside. "All this stuff is full of ice packs so I don't get too hot."

Twist gasped and put her hoof to her mouth. "Omygothsh, if you're out in the Thun too long will you MELT?"

Frosty groaned as he dropped the last article into the chest. "No, I SAID we're regular ponies, didn't I?" he said, slamming the ice chest shut. "We're made of flesh and blood, not _snowcones._ "

"Now Frosty..." Cheerilee said in a warning voice.

"Sorry," Frosty grumped. He certainly didn't sound it. "No, we don't melt. But getting too hot can make us sick, or even kill us. I can handle more heat than my Dad can... even if he wore icepacks like me, he could never walk around outside like I did. He'd have keeled over just walking here."

Nyx raised her hoof. "So like heat stroke?"

"Yeah, like that," Frosty said. He looked a little less grumpy now that someone seemed to get it.

Dinky spoke up. "Is that why your Daddy doesn't live with you?" She asked. The sympathy in her voice would have melted anyone's heart, made of snow or not. "'Cause you said you just lived with your Mommy."

Frosty hung his head and scuffed his hoof a bit. "Uh, yeah," he admitted. "He can't stand the summers down here... even the mild ones. And Mom could never live in the cold like he does. Or at least she'd be so miserable as it wouldn't make any difference." He smiled a bit. "He does visit in the winter sometimes. And he writes a lot, and sends gifts and stuff for our birthdays. And we go to Niflheim to see him once in a long while."

Twist sighed. "How thad and romantic," she said. "A long dithtance romance..."

There was a splash from the back of the classroom. "What was that about 'Niflheim?' " Doubloon asked, leaning halfway out of her bowl to wave a hoof.

"Oh, that's the other part of the reason Dad can't stay down here with us," Frosty said, warming(6) to the topic. "The Windigoes are the guardians of Niflheim."

"It's... sort of like Tartarus, down here," he explained after a moment of clueless staring from the class. "Except it's way up in the North Pole, and it's really _really_ old. Way older than Tartarus, even. It's where the giant Frost Serpent Iormungand, King of the Windigoes, keeps the ancient evil monsters he defeated long ago, frozen in ice forever." He shrugged. "Well, or until their sentence is up or they're due for a parole hearing. Whatever."

"King of the Windigoes? Your king is a giant snake?"

"Serpent, yeah," Frosty said. "I saw him once. He's as big around as one of the towers in Canterlot, and miles long. Scales white as frost. Head of a dragon, with a shining blue gem as big as a wagon wheel in his forehead. He sleeps coiled around the entrance to Niflheim, and speaks to his counselors through the gem. They say he can see a thousand miles, and can breathe frost that can freeze a mountain."

"Cool," Snips said.(7) "But... how did you end up with a giant ice snake as your King?"

"Well, he MADE the Windigoes." Frosty said.

"Huh?"

"My Dad sent me a book when I was really little," Frosty said. "It tells all sorts of stories about the Windigoes; our history and stuff.  I haven't read all of it yet," he admitted. "It's pretty big. But the first story is how Windigoes were made.

"Long ago, after Iormungand defeated the last frost giant and his greatest work was done, he coiled himself around the entrance to Niflheim to stand guard over it for all time. But after several centuries, he got bored and lonely... not much out there on the polar icecap. Not even penguins.

"One day a tribe of northern ponies, lost and confused, wandered out into the frozen wasteland. Iormungand saw them and took pity on them, and used his magic to give them shelter. He spoke with them, found them heartwarming company. He knew that such warmblooded creatures wouldn't survive for long in the great white north. So he made them an offer. He would use his magic to transform them so that they could thrive in the cold and frozen lands; and in return, they would serve him as his soldiers and guards in Niflheim, and keep him company in his solitude. They agreed.

"And so the Windigoes have lived in the frozen lands ever since." Frosty finished his recitation with a satisfied bob of his head.

"But what about the Hearthwarming Day story?" somepony protested. "The Windigoes in that story were bad guys, and they lived on hate and froze the ponies in ice and stuff..."

         "Oh gee, the Hearthwarming story has mistakes in it," Spike muttered dryly. "Who'd a thunk, right?" Nyx nodded and snickered.(8)

"I told you already, Windigoes don't feed on hate!" Frosty said, a bit angrily. He stamped his hoof for emphasis. "That's stupid anyway. Why would we _freeze_ the thing that feeds us?"

"To keep it fresher longer?" Snails ventured. Every pony in the classroom stared at him. "...Whaaaat?"

"I think we'd better skip going to Sugarcube Corner today," Snips said, giving his best friend a look. "You've been around Pinkie Pie a little too much."

"Huh?" Snails blinked.

"Ugh," Frosty growled. "Look, Windigoes have snow and ice and wind powers. But we don't feed on hate!"

"Then why'd you-- I mean why'd the Windigoes freeze the three tribes?" Truffle asked.

"I dunno. How would I know? I wasn't there," Frosty said. "Mom explained it once but it's really complicated. _It's just a stupid story, all right?"_ he snapped.

A chilly breeze whipped around the room, ruffling manes and tails. Everypony started in surprise.... then let out a long _"aaaaahhhhhhhhhh"_ as the coolness seeped in. "Oh wow, was that you?" Scootaloo asked.

Frosty looked terribly nervous. "Uh, yeah. Ice powers, remember?" he blustered. He wilted a little at Cheerilee's look. "Sorry Ma'am," he muttered.

"Ah, that's all right dear," Cheerilee said. "It's certainly made the schoolhouse much nicer. Most definitely!" She sagged in relief; her thermos of iced tea just hadn't been cutting it. "Um..." she looked a little apologetic. "You... wouldn't mind keeping that going would you? I mean, it won't hurt you keeping the entire schoolhouse cool will it?" she asked worriedly.

"What? Oh, no, that's no problem..." he said. He closed his eyes and concentrated; the cool breeze picked up again, swirling around the room steadily. Everyone sighed in pleasure. "A little building like this is no problem. I mean-- I coulda just used my ice magic to stay cool all the way here, but I woulda been totally pooped out. The snowsuit just makes it easier to stay cool outside."

"Now there's a phrase you don't hear very often," Spike chuckled.

"You mean you can keep stuff cool even in this heat?" Applebloom asked.

Frosty grimaced, but hid it. "Uh, well yeah."

Scootaloo grinned, and turned her face into the breeze. "Dude, you just became the most popular colt in Ponyville," she said. Everypony in the class laughed.

Frosty ducked his head a bit, brow furrowing. "Yeah. Great," He muttered. The false enthusiasm left his face in the next moment.

"Well Frosty, go ahead and take your seat," Cheerilee said, already sounding a great deal perkier than she had before. Frosty nodded and headed for an empty seat. "Oh, and before I forget--- that book about the Windigoes sounds fascinating. If it's all right, is there any chance I could get a look at it sometime?"

"Uh, it might be awhile," Frosty said. he threw his saddlebags under his chair and climbed into it. "Mom took it over to Princess Twilight Sparkle's library so the Princess could make a copy. I dunno how long that'll take."

"Oh wow, a whole new book about a whole 'nother pony tribe?" he heard Nyx say. "Mom's gonna be going bonkers! You'd better get ready, Frosty. She's gonna be champing at the bit to ask you all sorts of questions..."

Frosty's eyebrows dropped even lower. "Oh. Terrific," he muttered low enough not to be heard.

"Okay, class," Cheerilee said, snapping everyone's attention back to the front of the room. "Get out your math textbooks; we're going to be doing some exercises in long division..."

Frosty thought noone had overheard him. Willow had, however. (9) He stared at the new colt's hunched shoulders in puzzlement. What was his problem?

Didn't Frosty want to be liked?

 

* * *

 

_1)One saw that expression a lot in a town with a Pinkie Pie in it._

_2)Snails had a little trouble understanding the idea that the narrator of a story obviously survived it. If the storyteller had told him "and then she died, and I was never born," Snails would probably have mourned her and given Frosty his condolences._

_3)Inuit word for 'fine snow/rain particles'._

_4)Kaneq--- Inuit word for 'frost'_

_5)Considering Nyx's origins, not exactly a non-possibility. In equestria, delivery by stork or discovery in a cabbage patch wasn't always an evasion by embarrassed elders._

_5a)Though that is, naturally, the way to bet._

_6) Yes, I know. Shut up._

_7) And the entire class facehoofed._

_8) See "Nyx's Family" for details._

_9) bat ears._


	6. Chapter 6

[Field Trip](http://www.fimfiction.net/story/92158/6/cheerilees-class/field-trip)

 

The class stood in the main street of Ponyville. They cut a most interesting figure, all standing shoulder to shoulder, their necks craning as they stared upward.

"Whoa," Frosty muttered. "Now that is one big tree."

"Oh, it's nothing much but we call it home," Spike chuckled.

The tree in question was, in fact, the Golden Oaks library. Or what had once been the library. After Twilight's ascension, coronation and some rather ungentle manhandling by an enraged Tirek, it hadn't exactly been livable anymore. The magic of the Tree of Harmony had intervened at that point and transformed the small town library... or what was left of it.... into something far more appropriate to a royal dwelling place. A seed from the Tree of Harmony, magically accelerated growth and a bag of acorns had transformed the single building tree into an enormous, redwood-sized titan several hundred feet around and many more hundreds of feet high.  Up in the branches an enormous ornate palace had formed. Gleaming crystal and living oak twined together, forming towers and balustrades; enormous boughs of dark green and hanging blossoms of glowing crystal sparkled in the dappled sunshine. It looked like what the Cutie Mark Crusader clubhouse wanted to be when it grew up, Willow thought.

"This is actually the Palace of Friendship, home of Ponyville's own Princess Twilight Sparkle," Cheerilee said, waving her hoof grandiosely at the tree-mansion. "The upper stories are the actual royal dwelling, but the entire lower trunk is dedicated to the Ponyville library... which, thanks to Princess Twilight, is now the third largest library in Equestria."

"Or fourth, depending on whether Nyx has turned her library books back in this week," Pipsqueak quipped. Nyx blew a cheerful raspberry at him while the class laughed.

"As a special treat, Princess Twilight herself will be giving us a tour of the castle and of the library, showing us all the new facilities they installed from the Crystal Empire!" Cheerilee said. "Now, let's all stay together... remember who your Field Trip Buddy is..."

"Better stick close, Nyx," Bright Eyes chuckled.

"Yeah," Spike snarked. "You wouldn't want to get lost in your own home."

The other kids giggled; Nyx blew him another raspberry. "Yuch, say it, don't spray it," Spike said, pretending to wipe his face.

The front doors opened and Twilight Sparkle stepped out. "Hello, everypony," she said, smiling at the class. "I'm so glad you could all come today. You'll be some of the very first ponies to see some of the new library features!" She stood aside, opening the front door wide. "Come on in everypony..."

The class filed in through the wide double doors. Only a handful of them didn't find themselves gaping in awe all over again.

This was a far cry from the Golden Oaks library of old. The first floor alone was a vast circular space large enough to have held the old library entire, leaves, branches and all. There were windows and frosted skylights letting in the light of day. Hundreds of shelves of books lined the walls and filled the floorspace, and sofly glowing lanterns were everywhere, providing soothing reading light even in the most intimate nooks and corners. There were tons of overstuffed chairs and cushions as well, and tables for reading.

What most caught the eye however was the engraving work. An elegant network of lines, etched to look like vines and leaves, ran up and along the shelves, joining the intricate pattern etched into the ceiling. If you looked close you could see lines glowed faintly with leaf-green light. As the students watched, a flock (there was no other word for it) of books floated down the aisles, following the glowing green vines and shelving themselves one by one. They "oooh"ed, impressed. "What you're looking at here," Twilight said, "Is the book sorting and shelving system. It was invented in the Crystal Empire about a year or two ago..." she tapped a hoof on some of the flowery decorative lines. "Though as you can see we've added a few decorative flourishes of our own. Thanks to this, we now can find, pull and reshelve any book in the library-- well, so long as it's properly tagged and listed in our card catalog."

"Neat!" was Snips' verdict.

"You think that's neat? You ain't seen nuthin' yet," Princess Twilight joked. She trotted over to a nearby kiosk. In the little cubby-desk was a book stand with a mirror, a stylus and a crystal ball. "This is a library interface," she said. "It lets you read the books without even taking them off the shelves." She levitated the stylus and quickly wrote out a couple of words on the mirror. The words glowed on the glass briefly, then faded. The reflection in the mirror suddenly was replaced by what looked like a paper scroll, covered with densely packed writing. at the top were the words "241 RESULTS." "This is our search engine," Twilight explained. "You write a word or a phrase on the mirror with the stylus, and it searches through all the books in the library for examples." She pointed to the glowing lines running up the wall from the kiosk; the children could see little pulses running up and down, zipping along the grooves up to the ceiling and across the room and back again. Twilight ran her hoof down one side of the mirror frame; the mirror-image scroll rolled up and down, revealing more lines of writing. "And when you see a selection that looks like what you want, you just tap it twice with the stylus, like this--" the image in the mirror turned into a page in an open book. "And you can read the page it came from!" She tapped an arrow embossed in the bottom of the frame, making the mirror-book flip back and forth through its pages.

The crystal ball beside her suddenly showed a book, rotating silently in space. "And this," she pointed to the crystal ball, "Shows the book you're reading. If you decide you want to check it out, just tap the top of the globe like so--" she tapped it with her hoof. there was a sound like a buzzer. "Oops. We normally have three copies of each book, but I guess the other two are already checked out. Let's try the next one..." She tapped the top of the mirror frame, going back to the list of 'hits,' then picked another entry. This time when she tapped on the globe, there was a 'ding" and the glowing line going up the wall doubled in brightness. There was a whooshing noise from somewhere in the library, and a book suddenly came flying through the air, chasing the brightened line back to the kiosk. It hit the end of the line and dropped, landing on the desk with a thunk. "And there you have it!" Twilight finished, looking pleased. "Now if you want to finish reading it at home, you just take the book up to the desk and check it out."

"Cool," was several foal's opinion. "Yeah, that's neat," Truffle said.

"Yeah, it's too bad you can't just take the mirror home," Snails said. "Then you could just leave the book here and read whatever you want."

Twilight raised a hoof and started to speak. She froze with her jaw hanging open, her eyes slowly glazing over. "That's.... but then you couldn't check out... but you wouldn't NEED to check out, so.... no no wait, you'd need miles and miles of runic lines etched everywhere... but... wait, Amethyst's Magic Mirror Modification... that could possibly--" She turned around and yelled. "SPIKE! I NEED YOU TO TAKE--" she realized she was shouting in the middle of a library--- for an assistant who was standing right there. Angry shushing noises echoed among the stacks. She tittered in embarrassment. "Aheh. Sorry. Force of habit."

Spike looked over at Cheerilee. "You mind me covering this?" He had the air of longsuffering patience one normally found in hired help.

Cheerilee looked uncertain, but Twilight interrupted. "No no no, this is a school outing for you--"

"To _my own house_ ," Spike pointed out dryly.

"Don't be difficult, Spike. _Daffodil!_ " Twilight shouted. More shushing noises from among the stacks answered her. "Oh shush yourself, darn it," Twilight grumbled.

A moment later a short stack of books came fluttering over the shelves. The books parted to reveal a tiny blonde flutterpony with gold and purple wings hovering behind them. her curly antennae were fizzing with sparks as she levitated the books over to a shelf. "Phew!" she said. "That never gets any easier. Yes, you needed me, your highness?"

"Yes, Daffodil. Take down a note." A quill and scroll appeared in midair; Daffodil took the quill in her magic. "New side project for library system: portable access mirrors for use at home. I'll need you to pull up these volumes..." she rattled off a quick list of magical tomes; Daffodil nodded and carefully wrote them down. "Just set them at my desk, I'll get back to them. Now where were we?"

Twilight looked back at the school group. Her gaze happened to fall on Frosty, spotting his wispy mane floating above the group, and her focus promptly shifted. "Oh, that reminds me--- you must be Frosty, yes?" Frosty nodded, careful not to say anything that might set off the garrulous lecture-ready princess again. "Do tell your mother thank-you for that copy of Windigo lore she gave us. It's full of such marvelous insights! You must be very proud to come from such a rich cultural background."

Frosty's mouth twisted. "Yeah. Something like that," he muttered.

Princess Twilight beamed. "In fact it's going to be a centerpiece of the upcoming Foal's Fair 'Peoples around the World' library exhibition!" she went on. "Oh, it's going to be fascinating. The things we've already learned have changed the story of Hearth's Warming so much---!"

For some reason the gathering of colts and fillies looked less than enthused. A hoof went up. "Yes?" Twilight asked.

"Princeth Twilight," Twist said, "My Aunt Bon Bon told me to give you a methage."

"And what is it?" Twilight asked, puzzled.

"Could you pleathe not 'fix' any more holidayth?" the redheaded filly said. "After you and Nyxth and the Princetheth changed Hearthwarming and Nightmare Night all around, our candy thaleth have been a meth. If you go fixing Heartth and Hooveth, uth candy salethponieth won't know which end ith up!"

The crowd of children giggled; Twilight looked miffed. "I'll try and keep it in mind," she said drolly. "But anyway... I'm planning on giving a lecture on Equestrian pre-modern history and Windigo culture at the Foal's Fair... perhaps our young half-windigo could say a few words then, maybe answer some questions--"

"I'd rather not..." Frosty said through clenched teeth.

Twilight blinked. "Why not?"

You could see Frosty trying to think up a good lie. "MY... uh, My Mom probably wouldn't want..."

"Oh I'm sure once I ask her she'll like the idea," Twilight Sparkle said, dismissing the thought with a cheerful hoof wave. "In fact I'll be speaking to her later; I'll just bring up the idea to her then. SPI-- oh right, aheh-- Daffodil, make a memo for me to bring it up at the PTA meeting tomorrow afternoon!"

"Got it, Princess."

"Oh, now where were we...?" Twilight trotted off through the stacks, the foals trailing behind. Willow hung back. He saw Frosty just standing there, flat-hoofed. The windigo colt finally made a sound like "rrrARGH" and stomped off after the others, frosty hoofprints trailing behind him and a small angry looking snow-cloud hovering over his head.

Willow really didn't understand his new classmate.

 

* * *

 

The tour took the better part of an hour, with Twilight showing them the ins and outs of the expanded library and even taking them on a short tour of the mansion up in the upper branches. Not, much to Nyx's obvious relief, any of the private quarters (she'd confess later to not having cleaned her room in a week.) Then it was back down to the library, with each student allowed to check out two books (cheers) with the expectation of a book report on each by next Friday (groans.)

By the time everyone checked out, it was the end of the school day and the start of the weekend. Cheerilee dismissed them; they managed to restrain their whoops of joy until they all tumbled out the front door of the library. Almost immediately the heat smote them down; it was like walking into an oven. Immediately every pegasus began fanning his or her wings, trying to stir up a breeze. "Waugh!" Flitter said, adding her own buzzing insect wings to the effort. "The air conditioning inside just makes it seem _worse!"_

"Ugh, ahm up for a dunk in the lake," Applebloom said, trying to stand in Scootaloo's wing-breeze.

"Well, enjoy your mill pond, you lot," Diamond Tiara said. "We're having a pool party at my place... invite only. Come on, everypony." Everypony meaning the handful of fillies and colts in Diamond Tiara's inner circle. Since Ponyville had begun expanding and more upper-crust ponies had begun moving to Ponyville to be near Princess Twilight and Princess Luna, DT had been quick to glom onto several snootier colts and fillies now filling out Cheerilee's class. They peeled away from the rest, about four or five fillies and two colts, and trotted off after Diamond Tiara and Silver Spoon, giggling and chattering amongst themselves-- and more than one tipping their nose up at the others.

"Well there they go," Applebloom said, a trifle disgustedly. "All buzzing away after their lil Queen Bee."

"No wonder being around her gives me hives," Flitter snarked.

"Well she doesn't know a thing," Sweetiebelle said, waving a hoof and tossing her mane. "Everypony knows that all the _faaaaaahshionable_ ponies are down by the _lake_ these days. Isn't that right, Doubloon?"

Doubloon was magically hoisted in the air, water cart(1) and all, by Nyx, Snips and Snails. "You got that right," she said to the crowd. "It's that time again, everypony-- beach party at my place!" Cheers went up at that... and a few razzes.

"Like it could be anywhere else," somepony said. "Your family lives in the lake!"

"Well excuuuuuse me," Doubloon sniffed in mock outrage. "If _you_ don't want to cool off on my front yard with the water sprays and my Mom's island punch I'm sure every pony _else_ will..." Enthusiastic agreement went up. "Well come on, everypony--" she pointed with a hoof in the direction of the lake. "To the beach!" The foals cheered and everyone began trotting in the direction Doubloon was pointing.

Just then Frosty came trundling out the library door, bundled up in his freezer-bag suit. He'd apparently gotten Twilight to give his ice bags a magical freeze-boost; the lining of his snowsuit was hemmed with frost. "Hey, where's everypony going?" he asked.

Scootaloo, Truffle and Twist, and a few of the other students surrounded him. "We're all going to the beach!" Scootaloo said. "Come on, Frosty!"

"The beach??" Frosty said. "But--"

"Don't worry, it's cool," Scootaloo said. "Literally. Haha!"

"Yeah. The lake ith thtill nithe and cold. And Doubloon hath water fountainth that thpray in the air and keep everypony cool," Twist  said. "And her mom maketh thith deliciouth fruit punch for everypony--"

"But--"

"Yeah, c'mon, you'll love it!" Truffle said. Against all Frosty's protests, he found himself quite literally herded along after the others.

This could only end well.

 

* * *

 

_1) just a little red wagon filled with water and wet towels to wrap herself in._


	7. Chapter 7

[Cold Shoulder, part III](http://www.fimfiction.net/story/92158/7/cheerilees-class/cold-shoulder-part-iii)

The rolling mob that Cheerilee called 'her students' soon reconvened at lakeside.

There had been quite a few changes in Ponyville since Princess Twilight and Princess Luna had moved in. The large lake in the southeast of the town was... well, it was still a large lake. It took a look below the surface to see the rather palatial castle that now dominated the lakebed. This was the embassy of the Sea Pony diplomats, and it was where Doubloon called home. And, thanks to the heat wave and to the sea pony's almost ridiculous hospitality, it--- or at least the lakeshore around it-- was the most popular hangout in Ponyville. Sea Ponies had their own version of magic; one that naturally revolved around the manipulation of water. With their tridents they could amplify these natural gifts a hundredfold. Since moving into the Ponyville lake, the staff of the embassy had taken to amusing themselves by using that power to turn the lake into an impromptu water park. At the direction of the seaponies' tridents, animated water curled up over the shoreline, across the grass and even up into the air, forming sparkling fountains, slip-an'-slides,  and even "water slides" that ran uphill and spiraled out over the lake in crazy corkscrew patterns.

Willow had to take a detour back home to fetch a hat, sunscreen and his smoked goggles, then ran the entire way to the lake. When he got there he'd had an attack of shyness-- there were so many colts and fillies, and so much going on! But with a lot of urging from the others he finally dove in, metaphorically and literally.

He'd worried a bit that the others would think he was weird for wearing his straw hat and goggles, but one look at Nyx and he'd gotten over it... with a fit of the giggles. The redoubtable Youngest Princess was wearing an enormous pair of rhinestone studded sunglasses with lenses the size of saucers, an enormous floppy sunhat big enough to be a changing tent with a silk flower on the side the size of a cabbage, and a folded towel draped over her back with the legend "hoopy frood" monogrammed on the fringe.

Soon he was splashing about in the water with the others, riding the waterspouts, diving into the lake from on high, and splashing everyone with his webbed wings in a titanic water fight.  It escalated quickly, with earth ponies, pegasi, and unicorns divvying up into teams--- and Nyx, the stinker, switching sides between all three constantly. Nopony was a match in the water for Doubloon, though; she could dart underwater in and out among the others and use her water-magic to douse her foes with surprise geysers.

Up on shore tables were set up with popsicles, sliced watermelon and mustardy tofu-dogs(1) waiting to be devoured, and jugs of Doubloon's mother's famous Island punch ready to be guzzled. Shady trees helped keep the worst of the heat down, and mounds of ice in tubs kept the drinks and snacks nice and cool.

They also served as a hiding spot for a certain half-windigo colt. When Nyx, Willow, and Flitter came up to get a popsicle, they found Frosty sitting in the tub, half buried in ice shavings. Nyx burst into giggles. "Frosty?... what on earth...?"

Frosty looked at her with a sulky expression on his face. "Well what else am I s'posed to do?" he grumped. "Truffle and whats-her-name, the one with the lisp,  talked my Mom into making me go. She thinks I need to get out more so she jumped at it." He rolled his eyes in the universal opinion of foals about their elders' wisdom.

Flitter figured it out instantly. "Oh jeez, those dumdums forgot you're a 'keep refrigerated' pony, didn't they," she said. "Are you okay? " The foals glanced at each other sympathetically. They knew this song and dance; Somepony's parents wanted somepony to _socialize._ (2)

He looked down. "Yeah, I'm okay I guess." He didn't look okay; his face was a frozen thundercloud.

"You don't look like you're having much fun," Willow said cautiously.

Frosty glared at him from his nest of ice cubes and popsicles. "Of course I don't," he snapped. He looked over his shoulder to make sure Doubloon and her parents were out of earshot and continued in a strained, muted snarl. "I hate the beach! It's always broiling, the sun is blinding, the sand gets in everything and it BURNS my hooves, and try running around with fifty pounds of ice packs strapped to you and see how many laughs YOU have!"

"Can't you get by without it? I mean, you said you could, for a while..." Willow trailed off.

"Yeah, but... my powers..." He looked on the verge of telling them something important, but cut himself off. "I'll just stay here."

"Aww, c'mon," Nyx wheedled. "You definitely aren't gonna have any fun with your butt in an ice tub." The others giggled.

He scowled, his ego needled. "Forget it. I'm going home." He got out of the ice bucket, shaking the wet ice off his hooves, and got ready to walk home.

"I know it's really hot, but the water's nice and cool..." she pointed to the beach. The water jets from the lake were spraying into the air and falling on the sand in a cooling mist. "You can stand under the water spray and stay cool--"

"Yeah, that's really not a good--" Frosty started to say.

"Heads up!"

Flitter and Nyx spun around. There was more than one ice tub set out, and it looked like Snips and Snails had found one that was about half full of slushy ice water. They all had just enough time to screech before a wave of freezing cold slushy ice water washed over them all. Snips and Snails hooted as Nyx, Flitter and Willow yowled and sputtered, utterly drenched and frantically doing the ice-water shower rain dance. "Gotcha," Snails chortled.

"Hah, yeah, we got you good," Snips said.

"NOT FUNNY!" Willow yelled angrily, shaking the slush off his wings. Jeeps, ice water on bat wing skin was COLD!

"Ss-s-snips, you JERK!" Nyx yelled, shivering. "Why'd you go and do that?"

"Aw, it's just a little water," Snips said dismissively. "Besides, Frosty here looked like he really needed to loosen up-- Frosty?" There was no response. It took them all a moment to realize that instead of a half-windigo colt, there was what looked like an impressionistic ice sculpture of a foal standing in their midst. Muffled mumbling came from it and it rocked back and forth slightly in the grass.

"Frosty!" The group of foals grabbed him with their hooves. Nyx snapped at the two colts who'd doused him. "You idiots! you froze him in a block of ice!"

"No wonder he didn't want to go swimming," Flitter said.

"How does he take a bath?" Snips wondered.

The mumbling grew more agitated. "Omigosh, he can't breathe!" Willow said. The foals began pummeling frantically at the ice with their hooves. "Help, somepony help!" Several ponies had come running up at the commotion; they flew into a flurry of activity to get the colt out of the ice before he suffocated.

"Stand back, I'll get him out," Spike said. He stepped back and drew in a breath, only to have Nyx cork his mouth with her hoof.

"No, wait! You'll just burn him if you do that!" Nyx said.

"If you don't mail him to Canterlot by mistake instead," Bright Eyes said.

Spike scowled. "Hey..."

"I got it!" Snips said. He ran over to a picnic table and grabbed an armful of shakers. "Salt!" He came running back. "My dad uses it to melt the ice on the steps in winter. Put some salt on his back!" Snails grabbed one of the shakers and began sprinkling it on Frosty's back like he was an ear of buttered corn. "Not like that, dummy," Snips said. "Here!" He took a couple of salt shakers, twisted off their tops and poured the contents in a streak down Frosty's back.

There was a creak and a groan, followed by a loud crack. The pony ice sculpture formed a crack down the back from nose to tail. "Good work, that did it, Snips!" Flitter cheered. "Everypony grab a half and pull!" The foals dug their hooftips into the widening ice crack and tugged from either side. With a loud crackling the ice split and fell away... along with a distressing tearing sound... and there stood Frosty, staggering and gasping for air--- naked as the day he was born.

Willow looked down at the ice. The tattered remains of Frosty's ice-pack suit were still embedded in it. "Ooops," somepony said.

Frosty stood there for a moment, staring down at his ruined suit. His face turned beet red under his snowy fur. "You-- just-- I---" he sputtered.

Willow looked down to see frost spreading out across the grass from Frosty's hooves. He pointed. "Uh Frosty, is that supposed to happen?"

Frosty looked down and his expression went from furious to alarmed. "Oh nuts oh nuts oh nuts, not now--" he said under his breath, looking around frantically and doing a little hoofy dance. The grimace on his face looked like he desperately needed to pee.

"Uh oh, magic surge!" Sweetiebelle squeaked.

"How? He's not a unicorn!" Scootaloo said.

Ignoring them, fuming at their ignorance, Frosty pushed his way roughly through the gathering crowd of foals. He ran down to the shoreline and slammed his forehooves into the wet sand just as his eyes turned white.

There was.... Willow wasn't sure how to describe it. It was a burst of white-- but not a a bright blazing white, more like a cool, icy white that expanded outward from the windigo halfling like a shock wave till it seemed to encompass everything. When Willow's vision cleared, he gaped at what he saw.

"Whoah," he breathed.

For a hundred yards in every direction, the sweltering hot day had turned into a winter wonderland. Frost glistened on everything. The water slides and fountains crafted by the sea ponies had frozen into gleaming ice sculptures. Even the cooling spray that the mer-ponies had been misting over the beach had turned, in midair, into snow, coating the beach and grass in an inches-thick layer of white. The sea pony guards were all floating there in the lake, shaking and tapping their tridents and trying to figure out what happened. (Fortunately for them the ice only went out a few feet from shore.)

"Oh wow," Snips said. "This.. is... Awesome!" He scooped up a hoof full of snow, mashed it into a ball and chucked it at Snails.

Snails yelped as the snow splatted across the back of his head. "Oh, wow," he drawled, grinning even as he shimmied in place, shaking the shockingly cold slush off himself. "Snowball fight!" In seconds snowballs were flying in every direction. A snowball fight-- in the middle of summer!(3) Best party ever.

It wasn't long before the more adventurous foals found out that the former water slides were still usable-- only now they were even colder and slipperier. Once the adults present had made sure the ice chutes and flumes and belly-flop slides were structurally sound, colts and fillies were zipping around on them like demented otters.

Doubloon came sliding down the ice-coated beach on her belly, giggling like a lunatic. She managed to spin to a stop at Willow and Frosty's hooves in a spray of ice-melt. "Good one, Frosty," she said. "You one-upped my beach party easy. This is even better!"

Frosty didn't look happy at the compliment. "I... I gotta go home," he said. He turned and galloped off.

An impulse seized Willow. "Hey, wait up!" He galloped off after the half-windigo colt.

He caught up with Frosty down on Mane Street. The snowy colt was plodding along, head down, his mane waving listlessly. Willow galloped up next to him. "Frosty! Gee, slow down," he said, falling in beside him. "What... what happened back there?" He lowered his voice a little. "Are you okay?"

"Snowburst," Frosty said lamely, trying not to meet his eyes. "If I get too hot... or too angry... my powers go out of control." He glanced upward; a small snowcloud was now hovering over him, white flakes drifting down. "It... it happens when I get startled or upset, too. I wasn't expecting that bucket of ice water, and... well..."

Willow pondered that. "Ouch. Bet that causes problems.

"Got that right," Frosty said. " Stuff gets frozen, then it thaws and puddles get everywhere. Besides, it wears me out." He looked uncomfortable and sat down wearily. "That little snowburst already wore me out. I'm gonna be too pooped to move soon..."

"Why'd you run off?" Willow said, sitting next to him. "Nopony was mad..."

"They never are at first," Frosty said dolefully, to Willow's bemusement. He sighed and slumped, wobbling a little.

Willow stood up and gave him a shoulder to lean on, propping him up. "Come on," he said. "I'll help you get home."

Surprised, Frosty got to his feet, leaning against the smaller pony. "...Thanks," he said. "Why'd you come after me? Why are you helping me?"

Willow shrugged. "You looked like you needed a friend," he said simply. The two plodded off down the street, headed to Frosty's place.

 

* * *

 

"Oh come on, Diamond Tiara," Silver Spoon whined. "Come back outside, I can't keep your guests entertained all by myself!"

"Will you shush?" Tiara snapped over her shoulder. "This is important!" She turned back to her binoculars.

Diamond Tiara, it turned out, had a Crusade of her own.

Diamond Tiara's life over the past couple of years had taken a rather difficult turn. For as long as she could remember she had been the Queen Bee of Ponyville's filly population. She'd barely even had to try. Her family had always been the richest, which consequently meant that she was the best dressed, ate the finest foods, lived in the nicest house, had all the shiniest toys, and her family moved in the best circles of swanky, high society big-money ponies. But things had taken a sharp downturn for her of late.

The dirty little secret of Ponyville was that Diamond Tiara's family was only _technically_ the richest family... As it so happened, the Apple clan owned far more land and property-- which made Applebloom, on paper at least, the richest filly in Ponyville. Applejack may have fretted constantly about the bills, but poor ponies didn't rebuild their barn four times a year without blinking. There was a reason Big Macintosh did all the accounting and other "fancy mathematicals." If you asked them how they were doing money wise, Applejack would go into a dither, but Macintosh? He would simply smile, fill out the balance books, and quietly tuck all the surplus profits away in Applebloom's trust fund.

The hitch in all this was that while Applebloom was oblivious to this, Diamond Tiara wasn't. Filthy Rich had let the Apple's net worth slip in Diamond Tiara's hearing, and ever since she had lived in mortal terror that she was about to be knocked off her throne by that hayseed upstart. It wasn't long after finding it out that Diamond Tiara had started on her campaign of carefully crushing Applebloom's spirit. Silver Spoon, Diamond Tiara's best friend and equally precariously placed atop the peer pressure pyramid, had gladly joined in the effort to keep the pecking order in their favor.

That had worked for a while... even surrounding herself with fellow blank flanks hadn't protected her from Diamond Tiara's methodical social sabotage. for a good short while she and Silver Spoon had kept the Cutie Mark Crusaders a local laughingstock and on the outskirts of the colt and filly community.

Then _she_ had joined their ranks. A little black crybaby unicorn... who had promptly turned Diamond Tiara's entire world upside down and inside out.  It had been bad enough when the little crybaby had turned into Nightmare Moon. In fact sometimes Diamond Tiara thought it would have been better for her if the little twerp had STAYED Nightmare Moon-- at least she'd end up going someplace far away (one way or another). But no; they turned her BACK into a little filly and stuck her BACK into Diamond Tiara's school.

From then on it seemed like every time she turned around, Nyx and the other Crusaders were one-upping her without even _trying._   Luna and Celestia fawned over them; they hung out with celebrities; they had blown the roof of the Castle of the Moon on Nightmare Night when the Mane Three had gotten their cutie marks all on the same night; they had practically a third of Cheerilee's class in their ranks... they had gone off and had crazy adventures off in the Crystal Empire, too. If the papers were to believed they were national heroes out there.

And then there'd been Twilight Sparkle's ascendance.....  Diamond Tiara had nearly lost her mind when Nyx and her book-nerd mother became _princesses_ and moved into Canterlot Palace. She had comforted herself with the knowledge that Nyx, at least, would be out of her hair. Then Nyx had returned, bigger and famouser than ever, and apparently best friends with famous ponies--- Princes and Princesses and Royalty and more-- from all the way around the world.

Diamond Tiara had spent a week sulking and eating her way through her allowance in chocolate-chip ice cream. But she was no fool. Once she'd gotten over her sulk (and her stomachache) she had promptly upped her game. Princess Luna's move to the Castle of the Moon on the outskirts of Ponyville had brought the rich, powerful and ambitious flocking to the little town. Princess Twilight's ascendance and claim on her own library-castle had brought still more. (4)

DT had known that if she wanted to stay Queen Bee, her own little personal hive had to grow. She had moved like lightning, sorting out the inrush of new foals and cutting a few from the herd for herself... the richest, the prettiest, the ones with the most famous parents-- and a few pushovers, even worse than Silver Spoon, who had just been ever so grateful for the popular girl taking them under her wing. She had a half dozen preppy, preening fillies in her little herd now, and even two or three colts. And under her lead, if not her lash, they all worked together round the clock to secure her... their... position at the top of the social ladder, _and to upstage the Cutie Mark Crusaders at every opportunity._

Her current effort wasn't panning out so great. The pool party had all the right colts and fillies (naturally, they were all in _her_ inner circle), tons of food, music, the works. But the pool had turned tepid in the unseasonal heat, as had the beverages, and fancy hors d'oeuvres didn't hold up well in the weather either. There certainly wasn't any dancing, in spite of the thousand-bit soundsystem blaring away at poolside. The few guests that had showed up were all lolling about listlessly, unenthused by anything their hostess had to offer.

Meanwhile, down at the lake (Diamond Tiara ground her teeth together as she glared through her binoculars) it seemed like half the foalhood population of Ponyville was having a blast. She could even see several of the ponies she had invited down by the lake shore. "Like this is fair," she growled. "They have an entire lake full of seaponies to do tricks for them--"

"Di-i-iamonnd," Silver Spoon whined. "Will you stop spying on those stupid Crusaders and come back down to the party? The ponies we invited are starting to leave and I can't persuade them to stay without--"

Diamond Tiara looked back over her shoulder again. "Will you shut up? I'm trying to figure out what they've got down there that we don't so we can--"

There was a white flash from outside. Diamond Tiara spun back around... and stared, jaw hanging open. She jerked the binoculars to her eyes and stared some more. "I....I don't believe it!"

"What was that?" Silver Spoon said, trotting up to look out the window in the direction of the flash.

"They... they turned the beach into an _ice park!"_ DT almost shrieked.

"What?"

"LOOK!" DT grabbed Silver Spoon by the back of her head, dragged her forward and jammed the binoculars against her face.

"OWwww!"

"sorry-"

"Why do they make those eyepieces so small anyways?" Silver Spoon groused, rubbing her smarting eyes.

"Oh, just look will you--"

Silver Spoon took the binoculars and carefully looked through them. Diamond Tiara was right. The fountains and water flumes had frozen into gleaming ice, and the beach was now coated with a thick layer of white. She could see ponies in their swimming suits running around chucking snowballs at each other. "Oh wow," she said. "How did they do that??"

Diamond Tiara snorted, taking the binoculars back. "Magic, duh," she said. "That's how everypony does things around here." Even with the advent of new fields in Earth Pony magic, DT still cultivated an Earth Pony's disdain for the flashy tricks that her pointy-headed classmates and neighbors used to "cheat" their way through life.(5) "I wonder if it was Princess Twilight or that little twerp Nyx... she could've had a magic surge or..." Her binoculars moved down. "No, wait. It's not." She gasped. "It's the new colt."

"Who? How can you tell?"

Diamond Tiara smirked and held up the binoculars. Silver Spoon looked; she saw a white colt with a weirdly flowing mane running off down the beach-- away from the party. What had happened, exactly? She wondered. "Well this sucks," Silver Spoon said. "How can we compete with the Cutie Dork Crusaders when they have somepony who can do that in their little club?"

Diamond Tiara dropped the binoculars so Silver Spoon would look at her. She was smirking even wider than before. "Who says he's with them?" She said. At Silver Spoon's puzzled expression she went on. "Look, he's brand new in town. He's the biggest weirdo yet. He's got no friends for sure. And he's running _away_ from the party." She stuck out her lower lip and let it tremble in fake pity. "I guess somepony didn't like the poor widdle windigo's trick." Her smirk returned. "Don't worry though, I'm sure our little group of Honeybees can make him feel all _warm and welcome._ " She tracked the snowy foal with her binoculars. "Yeah, we can sweep a lonely little twerp into our club, no problem at all.

"Then _we'll_ be the coolest ponies in Ponyville. In every sense of the word." Her snicker at her own joke would have given Dracula a run for its money.

 

 

 

* * *

 

_1)Carrot dogs? No, dang it, just no._

_2)A parentally invented procedure where they took you someplace you didn't want to go for an event you didn't care about and made to do things you didn't like with colts and fillies you didn't even know, and then spent the rest of the evening complaining that YOU had spoiled the outing with your bad attitude._

_3)It was just a week or so before summer, but as hot as it was, who was counting?_

_4)The little red schoolhouse had been consequently expanded as new students had flooded in, and it wouldn't be long before they hired a few more teachers to take the load off Miss Cheerilee's back._

_5) Not that she objected to cheating-- there wasn't a rule she'd heard yet that she wouldn't break if she thought it would work to her advantage. She just resented it when other ponies did it when she couldn't._


	8. Chapter 8

[Now Wouldn't That Frost Ya](http://www.fimfiction.net/story/92158/8/cheerilees-class/now-wouldnt-that-frost-ya)

 

The next few days at school was something of an anticlimax. Frosty was still the talk of the class; The colts and fillies hadn't quit talking about how awesome the beach party had been and complimenting Frosty on his "cool trick." To everypony's confusion, Frosty had responded by ignoring everyone retreating to his desk in the far corner of the room, not talking to anypony. After a few tries at being friendly, the other students got the hint and left him be.

He couldn't help overhearing them, though. Today Nyx, Sweetiebelle and a handful of the other students were having a little chatter-fest right in the middle of the room. Flitter was regaling the newer students with stories of her first few days as one of the first changelings in Ponyville; the others were hanging on her every word. "...and the next thing we know Mr. Davenport is hanging from the ceiling fan," she said. "I had no idea earth ponies could jump that high. We probably shoulda knocked louder when we came in the store." Several of the foals giggled.

"And I thought I had a hard time getting ponies used to me," Nyx said with a roll of her eyes. "Did you... have trouble with the Cake twins, too?" she asked curiously. She rubbed her temple, unconsciously adjusting the eye-disguising glasses that were no longer there.

"Well-- kind of yes and no," Flitter said. "There was a scene the first time I went in. Oh, this is the cutest story ever... okay, so my parents and I were in town, right?  My parents were buying up a stock of love-candy at Bon Bon's Bonbons, and some other stuff at the market. I had a couple of bits and I decided to buckle up and go get a cupcake or something at Sugarcube Corner. That's where everypony hangs out, right? I had to go there sometime.

"Anyway I walk in and there Mr. and Mrs. Cake are-- and so are the twins. The Cakes are nice, and try to introduce me to the foals. The colt's on the floor playing with a toy cart, he sees me and hides behind his dad. But the little filly, what's her name, Pumpkin? She takes one look at me and starts _howling._ I take one step too close, reach out to her with a hoof to pat her back, you know, show I'm okay? And she just jumps out of her mama's arms and runs away, crying her eyes out."

"Awwww," several fillies said sympathetically.

Flitter giggles and waves them down. "No, no, it doesn't end there. So I'm standing there feeling awful, and the Cakes are trying to apologize... and here comes Pumpkin. She's crying, tears just running down her face," Flitter pantomimed streaks of tears with her hooves. "And she's dragging a first aid kit almost as big as she is. She plops down at my hooves and _starts putting bandaids over the holes in my legs._ "

Sweetiebelle's expression was gleeful. She put her hoof to her mouth and pointed at Flitter. "Ohh, she thought--"

Flitter held up one holey leg and pooched out a quivering lip. "She tawt I had a boo-boo," she said. The foals laughed. "She didn't stop till I had "Mister Ouchie" bandaids plastered all over all four legs. Then she patted my foreleg, kissed the last bandaid and said..." she let her eyes swell up into big sad goo goo eyes and pretended to look up. "Aww Beddah?" she snuffled.

The other foals squeed at the adorableness. "What did you do?" Nyx said.

"Do? I darn near melted into a puddle." Flitter flopped over in her seat, head dangling and hooves flopping in the air. "Must.. get help... baby pony... too... cute..."

"At least you're getting along with them," Nyx said a little wistfully. "They still get all fussy and stuff when they see my eyes. I have to wear those special glasses that disguise my eyes whenever I go to Sugarcube Corner."

"Babieth are thilly like that," Twist said. "I have a baby cousin who cries if he thees me WITH glatheth." She pulled off her horn rims and squinted cheerfully at the others. "Do you have trouble like that, Willow?"

Willow blinked, surprised at the sudden question. "Um, well, not really," he said, rubbing his chin. "I mean I've never seen the Cake twins, or a lot of babies, so I dunno. Some little foals do get a little scared of me--" he flared his webbed bat wings. "But really, most of the trouble I get is from grownups." He felt a little embarrassed to admit this.

Far too many of the ponies gathered there nodded knowingly. "Most ponies here in Ponyville are okay," Flitter said. "Most. But some of 'em still look at me like I'm poison."

"Ignore the Flower Fillies. It's not personal with them; Mom says they panic at everything. They even fainted at a bunny stampede once." Nyx sighed and rested her chin on her hooves. "At least Granny Smith stopped trying to trap me under a wicker basket every time I visit Sweet Apple Acres," she muttered.

Spike snorted. "Probably because Lightning Blitz and Sundiver tackled and slapped her in manacles for assaulting royalty the last time," he snickered.

Ziggy overheard as he passed on the way to his seat. "It is true/I have gotten a stare or two," the pudgy zebra colt said. "Though not half as bad/ as auntie Zecora had."

"Man, some ponies need to get over themselves," Scootaloo said. "I mean, you'd better get used to strange stuff if you're gonna live in _Ponyville._ "

Nyx giggled. "Yeah, that's us, the chaos capital of Equestria," she said. "At least Discord says so."

"Welcome to scenic Ponyville,"  Flitter said dramatically. "Population: Weird."

"Just off the Bizarro turnpike," Applebloom added.

"At the scenic intersection of Fourth and Bananas," Sweetiebelle chipped in. The classroom exploded in smothered giggles.

Diamond Tiara and Silver Spoon came flouncing into the classroom just at that moment. The pink filly took in her classmates giggling like loons and rolled her eyes. "Freaks," she said in an aside to Silver Spoon.

Applebloom sat up, arms akimbo like a wild west gunslinger. (1) _"Y'all say that an' smile, sidewinder,"_ she drawled, giving DT an evil grin. The others cackled.

Diamond Tiara snorted. "Come on, Silver, let's sit on the FAR side of the classroom. Whatever they got might be contagious." They made their way to the other side of the room where the rest of Tiara's little hive of Queen Bees was gathered.

"It's too late, Tiara," Flitter sing-songed under her breath. "You've breathed the air, the changes have already started..." she waved her hooves like a zompony at the departing filly. "one of us, one of us...." the others giggled so hard they were struggling to come up for air.

"All right, everypony, settle down." All the colts and fillies scrambled for their seats as Miss Cheerilee came trotting into the classroom. "Even though this is the last two weeks before summer--" A cheer went up. "--We still have a bit of work to do and a lot of things to cover." A dissatisfied groan went up. Cheerilee chuckled at the predictable response and went on. "Oh come on, a lot of it will be fun... We have a lot of things to cover today in particular. To start, we have a special guest who's going to speak to you all today, so I want you all to pay close attention. Everyone give a warm welcome to Princess Twilight Sparkle."

Most of the newer students "oohed," star-struck, as the Princess of Magic walked into the room and stepped in front of the blackboard. Tiara's circle of upper-crust followers were especially giddy. "Good morning, class," Twilight said, smiling.

"Good morning, Princess Twilight," the class recited back.

"I have a number of exciting announcements to make," Twilight Sparkle said, beaming. "And a lot of them have to do with you all, my little ponies. I'm sure you've noticed over the past year that things in here have been getting..." she looked around the jam-packed classroom. "Well. A bit crowded." A few foals giggled. "Well, when you come back to school after this summer-- and I know that's a long way to look ahead, but I felt you should know-- you'll be coming back to a whole new schoolhouse. The Princesses and I have decided to fund a major renovation to the Ponyville elementary school. Over the summer they'll be constructing a whole new school building-- one large enough for several classrooms. " Her horn sparkled and a floor plan for a new school building appeared on an easel next to her. "There will be a much larger main classroom, a music room, a science room, an art room and even a small library." The children cooed in appreciation. "There will also be a new, larger playground, with all new equipment-- a jungle gym, swingsets, basketball hoops, tetherball... " this was met with far more enthusiasm by several of the students. Twilight chuckled. "And a large pond. For our... more aquatic students." She waved at Doubloon, who giggled and waved back. "And there will also be several new teachers-- a music teacher, an art teacher and a gym teacher--- to help Miss Cheerilee teach you all."

Snips raised a hoof, frowning. "How will that work?"

"In shifts," Cheerilee explained. "While some of you are taking your regular classes in here, the rest will be taking art or music or gym class, or taking study time in the library. Then the next part of the day, everybody switches off. Oh don't look so worried," she said when several of the tighter-knit groups looked concerned. "We aren't splitting anypony up. We'll still take lunch and recesses and field trips all together, and we'll always start and finish the day as one big group. And I've already met with your new teachers. I'm sure you're going to love them."

"We need to do things this way because of so many ponies moving into Ponyville all at once," Twilight explained. "Miss Cheerilee is a wonderful teacher, but with such a big class, and it getting bigger all the time, she deserves a little help." She looked a little chagrined. "With two Princesses living here now, more and more ponies are going to move here every day. And non-ponies, too. From all over the world. A lot of new things are coming to Ponyville. You children are some of them.

"Which brings us to my next announcement," she said. "Most of you remember the Education Fair we had last year." Many of the children nodded in agreement. "Well, we're going to hold another one. It's going to have a very special theme this year, too; "Ponyville: The Crossroads of the World." As part of the Fair, we'd like for all of you to do a presentation about the different kinds of people who live in Ponyville."

"You'll be divided up into groups," Cheerilee said. "Each of you will do a report about a different race that lives in Ponyville today. Earth Ponies, Pegasi, and Unicorns, of course, but also Crystal Ponies, Sea Ponies, Dragons, Zebras, Changelings, Donkeys---"

"Alicorns?" Nyx said.

"Of course! Thestrals too, of course--" Cheerilee paused. "Hmm, am I forgetting any? Oh cows and sheep... "

"What about Gryphons?" Scootaloo said. "Gryphons are cool."

"I don't think we have any living here yet," Cheerilee said, hesitating.

"We have one," Nyx said. "Killdeer-Adder. He lives in Luna's Castle."

"He does? Well how about that..."

"He's Auntie Luna's Skysurfing trainer."

"Hmm. Well then Gryphons too, of course, then. Oh, and I understand there's a Flutterpony colony moving in soon too--- Heavens, I never realized how many different kinds of po-- er, people-- live here these days." She shook her head. "Yes, Doubloon?"

Doubloon put her hoof down. "I'm guessing whatever group I'm in will be on seaponies?" she said.

Cheerilee chuckled. "Yes, that would be the most efficient way. Each group will have one pony in it of the type that their report is. um. About." She winced. "And I hope my old grammar teacher never hears that I uttered that sentence," she muttered in an aside to Twilight. The princess stifled a snicker.

"Now this isn't going to be till the end of the school year," Cheerilee went on. "But I want you to form your groups now. I want you to write down who's in your group on a piece of paper and have it on my desk by the end of the day--"

Among Diamond Tiara's rather dubious gifts was the ability to spot an opportunity a mile away, and strike like a cobra. Her Daddy had been on the inside loop about this 'Crossroads of the World' thing when Mayor Mare blabbed it to him, and he had subsequently blabbed it to her... and she had prepared. "In that case, the Honeybee Club would like to submit our names to do our report together," she said smugly, pulling a sheet of paper with her name, Silver Spoon's, and the other members of her clique already written on it. "To do our report on the Windigoes." She smiled sweetly at Frosty. "With Frosty in our group, of course."

Frosty balked like he'd been shot. "What?"

"How did you know about this, Diamond Tiara?" Cheerilee said suspiciously.

"My Daddy heard about the fair from Mayor Mare," she said innocently. "Oh do say you will, Frosty. It will be ever so convenient..." she pointed to a couple of her loyal Bees. "After all,  Ginger Snap's and Hot Toddy's fathers are both in the Gentlepony Adventurer's Club... isn't that the group that sponsors your Mother's expeditions?... And my Daddy is thinking of joining, so we'll be visiting each other's homes all the time anyway--- it would be soooo awkward if you said no...."

Frosty clenched his teeth. Diamond Tiara's little implied threat had got through loud and clear. Go along with what she wanted or she would take every opportunity to make his mother's life difficult and his life miserable. "Fine," he said. "Somepony was gonna haveta do it, I guess."

Cheerilee and Twilight, who were not completely oblivious to what had just gone down, shared an apprehensive look. "Very well," Cheerilee said. "If you're certain, Frosty?" At the snowy colt's reluctant nod she took the paper from Diamond Tiara and had Frosty sign his name at the bottom. "Well, that's one group picked out," she said. "Anypony else?"

As the hubbub rose in the classroom, Diamond Tiara pulled an envelope out of her bag and passed it to Frosty. "Oh by the way, you and your Mother are invited to a little lawn party my father is hosting next week," she said. "We colts and fillies will be having our own separate little thing, of course. Your Mother already got her invitation, I just wanted to be the one to give you yours. Be sure and wear something nice."

Frosty growled and slumped forward till his head rested on his desk. He didn't need to be a windigo to see _this_ windstorm was gonna suck...

 

* * *

 

_1)how does she know what a gunslinger stands like? How the heck would I know? They have finger holes in their bowling balls, what the heck._


	9. Chapter 9

[A little Hearth Warming](http://www.fimfiction.net/story/92158/9/cheerilees-class/a-little-hearth-warming)

 

 

Twilight Sparkle stirred in her sleep, snuggled into her husband's side and sighed in contentment. She blinked dreamily; it was a wonderful Hearthswarming Eve night.  The Hearthwarming Tree was glowing with fairy lights down in the den; presents were piled under the tree, the stockings were hung by the chimney with care-- and for once nopony had stressed over the rationale of ponies wearing stockings OR hanging them beside a fireplace inside a giant tree; fat flakes of snow floated down in the moonlight outside the window; two eager turquoise eyes glowed at the foot of the bed...

Twilight came a little more awake. Blinking blearily she re-assessed her previous impression. Yup; two glowing turqoise eyes. Belonging to one little alicorn filly who almost disappeared entirely in the dark. "Hey Mom," Nyx whispered. "Is it Hearthwarming yet?"

Twilight groaned inside. She'd been warned...

This, by Twilight's own reckoning, was Nyx's first "real" Hearthwarming. Nyx's first year, Equestria had still been recuperating from Nightmare Nyx, and they had still been estranged from Twilight's family. So the Hearthwarming celebration had been rather... subdued; just the three of them (five counting Peewee and Owlowiscious), a single small gift each and a little quiet time all together.

But this time, Hearthwarming came around again, and blew Nyx's little socks right off. The decorations. The goodies. The presents! For the first time she'd gotten a good idea why the other foals got so excited about the holiday.

This year  they were having the first real, classic, whole-family blowout. The whole family was together at Friendship Castle; Grandma Velvet, Grandpa Night Light, Uncle Shining Armor, Aunt Cadence-- and the staff, too; the family guards Sundiver and Lightning Blitz, the Quartet,  even Bright Eyes and Roller Reel... the moment they'd arrived Grandma and Grandpa Sparkle had brought out the big guns. Between them and the Quartet, they had turned Friendship Castle into a holiday wonderland. The table in the dining room was going to be groaning under a holiday feast--- it was already in structural peril just from the cookies, cakes, pies, and other baked treats that had already been procured. There wasn't so much presents under the tree as there was a tree perched on a small mountain of presents (sneaked there shortly after a certain little filly went to bed.) Night Light ( with the aid of Sundiver and Lightning Blitz) had hollied, candy caned, garlanded and fairy-lighted the castle to a fare-thee-well; he had even managed to string a few thousand miles of fairy lights through the branches of the giant castle tree itself before Twilight could stop him. It was a good thing Twilight was a princess; the electric bill was going to look like the GDP of Zebrabwe.

And of course her dear parents and brother and sister-in-law had spent the entire week getting Nyx more wound up than a thirty-day clock. Twilight was going to _get_ them all for that.

"Well? Is it Hearth Warming yet, Mom?" Nyx whispered eagerly.

Twilight squinted at the clock ticking away on the nightstand. "It's barely 2:30, Nyx," she said.

"That's _technically_ tomorrow--" Nyx argued.

_"Nyyyyyx,"_ Twilight pleaded. She sighed and rubbed her head, thinking. "It's still too early. Santa still has to make all his deliveries yet, remember?"

"Oh." Nyx pooched out her lip, but accepted the rationale. "...can I go check?"

"Um, no, you... don't want to scare him off, do you?"

"Scare him off?" Nyx scrunched up her nose at that.

"Yes, he's... very shy. Hates being a celebrity, ponies asking for his autograph and things... so. If you let him work in peace and quiet, the better it is! Okay, back to bed." Grumbling, Nyx retreated. Twilight listened to the clip-clop of her little hooves as she trotted back to her room.

It was one hour later to the minute. The eyes had returned. "Mom?" The whisper was a little anxious.

"It's still too early, Nyx," Twilight groaned.

"But--" Nyx hesitated. Twilight could almost hear her gnawing her lip. "Are you sure Santa's going to come? I mean the other foals said he only comes for good little colts and fillies and..."

Twilight smiled wearily. Poor filly; her past was going to give her a complex. "Yes, Nyx," she said patiently. "He'll come. And yes, you have been a _very_ good filly this year."

"But what if he misses our house?" Nyx fretted. "I mean everything in town has changed and the aerial topography Rainbow Dash showed me is totally different now and--"

"If Santa misses THIS house," Twilight grunted, "he's blind as a bat. Thanks to your grandfather we're visible at night clear to Canterlot."

"Oh, that's good," Nyx said, relieved. "But... can I go down and just take a peek to see if...?"

"No, Nyx! Now back to bed," Twilight said firmly. Groaning, Nyx complied.

Twilight let out a whoof of air and flopped back on the pillows. Ink Spot opened one eye a slit. "You get to tell the truth about Santa to her," he mumbled. "I saw Nightmare Night and I'm not touching it."

"Oh go back to sleep," Twilight muttered.

And yet another hour passed. And yet again, the filly reappeared. "Mom--"

"Nyx." Twilight drew out the word. "Noooooooooo."

"But it's been hours and hours and _hours_!" Nyx lamented. "It's driving me bonkers!"

"It would go faster if you lay down and went to sleep," Twilight promised desperately.

"But--"

"No more, Nyx," Twilight said, pointing to the bedroom door. "We are not getting up until sunrise, at the EARLIEST. And that's my final word!"

"Awww..." Head hanging, the alicorn filly sulked her way out of the room.

"Not till sunrise. Got it?"

"Got it," Nyx muttered rebelliously in the doorway.

Sighing in relief, Twilight lay back down. She listened to her daugher clip clop her way back down the hall to her own bed.

"Aww, man," she heard Nyx say faintly. "This night is gonna last _FOREVER!"_

Twilight laughed so hard she woke Ink Spot shaking the bed.


	10. Chapter 10

[Having a Ball, part 1](http://www.fimfiction.net/story/92158/10/cheerilees-class/having-a-ball-part-1)

 

The children poured out into the theatre lobby. It had been another hot day, and everypony had gotten together and splurged on a movie marathon in the frosty air conditioned local multiplex. They were all swarming around the concession stand, reloading on popcorn and soda before diving back into the theatre for the second film. They were pronking about, still wound up from the overdose of cinematic action... all except Nyx, who seemed to be floating on a cloud of nirvanic bliss. "Guess you really liked 'The Five Armies and the Dragon," Willow said to her. "You haven't stopped smiling since we got out."

"Oh, it was good," Nyx agreed. "Um, the first part with the dragon, anyway. The rest was just okay. But the real important part is: now I can finally, finally, FINALLY read the books. Without spoilering anything!"

Several of the others giggled at her. "Don't ever change, Nyx," Sweetiebelle said, amused. She looked over at Spike, who was feeding Peewee some bits of popcorn and looking disgruntled. "I'm guessing you didn't enjoy it too much, what with the whole, er, dragon slaying thing," she said. "No offense."

Spike rolled his eyes. "Sweetiebelle, Bright Eyes and I go out and _punch other dragons in the face_ ," he said. "I'm not really bent about a big evil city-torching dragon getting what was coming to him." He snorted. "What gets me....the whole magic arrow thing was kind of dumb, really. I mean, It was sooooo magical the archer needed to find a teeny tiny weak spot in Smoak's armor for it to work? So what was so magical about it then? And if he was such a great archer that he could hit that teeny tiny spot, why didn't he just take a regular arrow and shoot him in the _eye,_ instead?" He shrugged.

"Yeah," Bright Eyes agreed. "I mean, one regular arrow into the eyeball and his brain woulda been skewered."

"Nah, actually it would've sorta bounced around inside his skull..." Spike pantomimed an object entering his eye and ricocheting around in his head.

"If it was a cannonball, maybe. An arrow might've just given him brain damage. If he'd used an exploding arrow then..."

Some of the others started looking ill.  "I think you spend too much time hanging out with those military ponies, you two," Nyx said.

Willow started feeling a little squeamish himself. It was an something of an open secret that the shy crystal pony and the baby dragon were actually Champions of the Crystal Empire. Spike could transform into an armored draconic titan at will, and Bright Eyes acted as his forward scout, spotter, and mounted weaponeer. They were on call for both Equestria and the Crystal Empire to battle monsters and other threats to the kingdom. They were respected and admired and were still dear friends, but their extracurricular activities did mean the two tended to get a more gruesome education than the others. "So do you think you'll like the other movie better then?" he said, hoping to change the topic to something less graphic. It was a cartoon from Neighpon and the poster looked really exciting.

In response Spike's face crumpled like he'd bitten a lemon and Bright Eyes blushed and faded to semi-invisibility. Applebloom, Scootaloo, and Sweetiebelle started giggling and snickering.  "What?" Willow said, confused.

Nyx had a funny habit; whenever she was trying not to laugh she would hold her breath till her cheeks pooched out. Right now she was crossing her eyes with the effort and sputtering like a burning fuse on a cartoon bomb. Applebloom took mercy on her and decided to explain to the mystified batpony before her alicorn friend burst something. "Nyx promised Spike not to tell," she sighed. "Willow, what's the title of the movie?"

"Um, 'Champions of the Crystal... Kingdom," he said. His eyes went wide behind his sunglasses as he suddenly put two and two together. He pointed a hoof at Spike and Bright Eyes. "You mean it's about YOU GUYS---?"

Everypony shushed him frantically, then went back to smothered giggles. "Yeah, it's about them," Flitter said, smirking over her shoulder at the scowling duo. "Some animation company in Neighpon heard about Spike and Bright Eyes saving the Crystal Empire from those dragons and made a movie about it. They changed some names and, um, some _other stuff_ \---" Nyx lost the battle and exploded into sputtering snorts and snickers-- "but yeah, it's about them."

"Wow, that sounds awesome!" Willow said. He looked at Spike, confused. "I don't get it. If somepony made a movie about me I'd be thrilled!"

Spike covered his face with his claws. "Just... just go watch the movie," he said. "You'll understand."

 

* * *

 

Two hours later Willow trotted out of the theatre, looking vaguely poleaxed. The others... were staggering. Nyx and the Trio(1) were leaning against each other, weak from laughter. As for Spike and Bright Eyes... Spike's face was scrunched into a permanent scowl and Bright Eyes looked like he wanted a vacation somewhere far away. Like, maybe, the far side of the Moon.

Their reactions were unsurprising. The Neighponese animators had begged, long and hard, to do a 'creative retelling' of the Battle of the Dragons and the events surrounding it. Cadence and Shining Armor had agreed to it, so long as the animators promised to keep the actual identities of those involved on the down low. And, to be fair, they were pretty successful at that; After the Neighponese animators were through, the chances of anyone recognizing Spike and Bright Eyes from their cinematic counterparts was practically nil.  Much like their counterparts in dozens of ur-Japans scattered across the multiverse, Neighpon animators had an almost unearthly gift for taking even the simplest story and turning it into something, as Roller Reel might have put it, "Totally Bat-s#$t insane."

Willow was still trying to recover from the onslaught of sights and sounds and possibly synesthesia-induced tastes and smells.There had been a half-dozen mountain-sized dragons and explosions and charging heroic armies and something about a mystic Heart that unlocked the power of all Earth Ponies and the Elements of Harmony had all undergone a magic girl transformation at one point-- at least he _thought_ that was them, for some reason all the ponies in the movie were drawn tall and impossibly stick thin with huge dewy dark-lashed eyes, _even the colts,_ and Spike kept going back and forth one scene to the next from being a vaguely dragon-looking anime pony knight to being a giant half-dragon, half-mecha with no explanation and Bright Eyes was his pilot who had a huge wavy pompadour mane and sparkled even more than a crystal pony should, and for some reason he and Nyx were adults and Willow wasn't sure but he thought they were either supposed to be brother and sister or star-crossed lovers and everypony ran around yelling the most ridiculous things at the most ridiculous times...

"I... don't get Neighpon cartoons, I think," he said.

"It's called "Ani-Mane," somepony said pedantically. Willow looked behind him; it was Snips. Snails was with him.

"Yah, and the comics are called Mane-ga," Snails added. "Pretty awesome, huh?"

"You like this stuff?" Willow asked, surprised.

Snips scoffed. "Well this was okay, but a true aficionado like myself prefers to watch the subtitled versions," he said. "Dubbed-in voices are for the plebes."

"Heyyy," Snails protested. "I like the dubs! Subtitles are no fun!"

"What are you talking about? The voice actors always sound terrible and they never capture all the little nuances--"

"But the little words at the bottom of the screen go by too fast for me to read!" Snails complained.

"You're hopeless," Snips said, shaking his head. "what do you think, Willow?"

Willow thought. The movie had been weird and confusing and hard to understand in parts, and to judge by the way Nyx and the Trio were laughing themselves sick at Spike and Bright Eyes it had gotten even more details wrong than just the obvious ones... but on the other hand, lots of cool giant monsters and robots and explosions and lots of pretty fillies dressed in _very interesting_ sailor costumes with little frilly skirts...  He gave up and shrugged.

"You all gonna come with us to the clubhouse?" Scootaloo asked. "Dinky has some new ideas to try for her cutie mark and she asked for us to help."

Nyx grimaced. "Sorry," she said. "Spike and I have to go back to the palace and get dressed up. Big fancy party thing." She shrugged. "Some sort of... ambassador... fundraising... banquet.... thingy."  Despite the Princesses managing to shuck most of their royal power, they still had a great deal of symbolic power... which came with a lot of symbolic, diplomatic duties which they hadn't been able to wriggle out of. Luna's Castle of the Moon and Twilight's Friendship Castle ended up hosting a number of social and diplomatic events.(2)

"It's for the International Association of Archeology," Spike said knowledgeably. "They're going to be holding a big meeting about coordinating the work of various explorers and explorer's groups-- like the Gentlepony Adventurer's Club. Raising funds, planning out expeditions, that sort of thing. " The dragonling shrugged. "Thanks to Twilight's discovery of the lost tomb of Chancellor Level Head, her invention of the Synchronizers, finding out the whole world is a big spaceship, and the Tree of Harmony's, um, well--" He pointed to the gigantic tree-palace in the distance. The offspring of the Tree of Harmony had gone to great lengths to blend in with the more rustic community around it, covering itself with living bark and leaves in homage to the lost tree-library that had preceded it. But quantity has a quality all its own, and the vast tree-palace just stood there dominating the Ponyville skyline, like a sheepish colt in gym class lineup after his first growth spurt.

"Well, after all that and seeing how everything is so _interconnected,_ everypony thinks it'd be a good idea to work together. Make sure no explorer accidentally, I dunno, enters some long lost tomb, pushes the wrong button and makes the planet start doing loop-the-loops or something."

"Didn't mom and the others have to deal with that, once?" Nyx said. "That Ahoozootle guy?"

"Ahuizotl. Yeah. He got hold of these magic rings that would've turned one of the biggest rainforests on the planet into a lifeless desert. Twilight said it worked by turning the sky into a giant Frezneigh lens... Celestia was kind of honked. She felt like he was trespassing on her turf or something, what with the whole "fires of the sun" riff." He shrugged. "Anyway....they had to team up with Daring Do to stop him in time. It worked, but.... anyway, since then The I.A.A. and the Gentlepony Adventurer's Club want to start getting serious, sending out bunches of explorers to track down any ancient artifacts and magical wingdings like that, so they don't fall into the wrong hands again."

"So they're all coming to our house to stand around and talk and talk and TALK and talk and talk and TALK about it," Nyx said, rolling her eyes.

The others laughed. "Yeah, time to climb into the old monkey suit again," Spike said. "You get your dress uniform cleaned, Bright Eyes? The Crystal Guardians gotta put in an appearance." Bright Eyes nodded.

"Gentlepony Adventurer's Club?" Willow asked, suddenly curious. "Isn't that the group that Frosty's Mom works for?"

"Yeah, I think it is," Spike said. "Why?"

"What are you worried about _him_ for?" Snips said, a little scornfully. He had been among the first to be rebuffed by the cold-shouldered little colt, and was still a little hurt about it. "He's in with all the _cool rich kids_ now."

"Just... wondering," Willow said. Truth be told, the half-wendigo colt had been on his mind lately. Nopony had seen him outside of class, not even on recess. The Honeybee Club had been dominating all his time, supposedly working on their class project but in reality dragging him hither and thither with them everywhere they went doing... whatever it was eager little social-climbing colts and fillies did. The few times Willow had seen Frosty, Frosty certainly hadn't looked happy. In fact he seemed to go everywhere with a storm cloud hanging over his head. Sometimes literally.  "I guess it just sort of bugs me. When I came here things were so great, and you guys were all so great.."   a chorus of 'aww' and 'shoot, we're blushing' went up. "But for him, I dunno, it's like all the things that made me _happier_ made him _miserable._ "

Nyx looked sympathetic. "Well, I guess we could ask his mom or something tonight," she said. "Maybe she knows why he's so unhappy."

"He's in the clutches of Diamond Tiara," Scootaloo snarked. "He needs a reason to be unhappy?" This.... pretty much got a nodding agreement from everypony.(3)

"Could someone explain to me how she's the 'most popular' filly in school when nopony likes her?" Spike said, making quote marks in the air.

The other children actually traded surprised looks. The question had never really been aired.  "Anyway, I'll... keep an eye out for him," Nyx said. "He might be there tonight. His mom is one of the special guests, after all..." Abruptly she changed the subject. "So how are you guys all coming on your projects for the Education Fair?"

Several noses scrunched at the minor transgression of discussing schoolwork on a Saturday, but enthusiasm for Cheerilee's project prevailed. "Pretty good, actually," Flitter said. "We were sorta stumped for a while. I mean--- changelings are ponies in all the ways that matter but... some things are different." She fidgeted. "I really had no idea how to explain to ponies how some things are different for a changeling than a pony, but Twist had a brilliant idea... aaaand I don't wanna tell any more than that." the changeling filly grinned.

"Aw, come on," Scootaloo said.

"Nope. Not telling," Twist lisped. She and Flitter smirked at the rest of them. "But believe me," Flitter added, "you're gonna love it. What about you guys?"

Willow started a little when he realized that she was looking at him. He looked over guiltily at Snips and Snails. They, Pipsqueak and Button Mash had all but pounced on him for their group; they were going to do a presentation on the 'coolest' race, the thestrals, come Tartarus or Windigoes, and they lassoed him in. Willow, however, had been dragging his hooves about getting together with them. "Um, well--"

"Hey, don't worry, Willow," Snips said confidently. "We know you've been busy so we've been gathering up all sorts of cool stuff for our demonstration. Y'know, to pick through when we get together to work on the report." He and snails held up two posters. "In fact we got some neat stuff here at the movieplex!" The posters unrolled; one was for a rather lurid vampire b-movie; the other was for the up and coming BatStallion movie. Pipsqueak came galloping up in the next moment, a recruiting poster for the Royal Guard in his mouth.

WIllow facehoofed; and there it was. Snips, Snails, Button Mash and Pipsqueak hadn't earned the somewhat cruel nickname 'the Nerd Herd' for nothing. Snips and Snails were comic book geeks, Button Mash was a total gamer dork.... even Pipsqueak spent so much time with his head in the clouds daydreaming that he'd earned a reputation as a space cadet. So naturally they'd latched onto thestrals for their thesis--- Snips and Snails because they associated them alternately with either BatStallion or Count Dracula, Pipsqueak because of their association with the Night Guard and hence Princess Luna, and Button Mash hadn't been clear, only babbling something about playing through CastleMane-ia fifteen times. Poor Willow was having trouble disassociating himself from these ideas in his partners' minds. He sighed wearily. "Guys, for the zillionth time, I'm not a vampire, not every thestral is in the Night Guard..." he pointed an accusing hoof at the caped crusader on the first poster. "And Bruce Mane is just a big DORK!"

"Heyyy," Snails complained.

"He is, he's just a rich doofus..."

"He is not!" Applebloom barked suddenly, hopping forward. "He's a right nice feller!" Willow blinked at the earth pony filly in confusion. She went on. "He's polite and friendly an' my sister Applejack likes him plenty fine. So don't go callin' him names!"

Willow stared at her for a moment. "Wait. What?" He shook his head. She must know another Bruce Mane, he realized. "No, I'm talking about the pony in the poster," he said, pointing again.

"That's what ah--" Applebloom's mouth was suddenly corked with a hoof. Scootaloo whispered something into Applebloom's ear before withdrawing her hoof. Applebloom turned red a bit. "Oh. Right. Uhh, nevermind." She tipped her nose up. "He, uh, just needs to be more careful lettin' ponies know who he's talkin' about," she said, looking away and scrunching her nose. Scootaloo and Sweetiebelle giggled and gave each other knowing looks.

Willow squinted at her suspiciously. Had he just been made the butt of some sort of joke? "Nyx," he pleaded. "Could me and the guys come over and work on our project in the library tonight? We really do need to do some research and stuff..."

Nyx hesitated. "The party they're holding is invite only.... buuut if you stay in the library I think Mom won't mind."

Spike chortled. "Twilight Sparkle? Turn down someone who wants to study? Not a chance."

Willow grinned. "Great! We'll all go ask our parents, then meet at the palace. Er, the Library. Whatever ." He looked around. "Where's Button Mash? We have to let him know."

"I'll go get him," Pipsqueak volunteered, rolling his eyes. "He found a Pac-Pony game over by the ticket booth and he's busy emptying his piggy bank into it."

An adult throat cleared behind them. The crowd of foals jumped and turned around. "Not that this ain't educating and informative and all that," the popcorn stallion said, leaning over the counter, "But if you ain't buying another movie ticket, I'm gonna have to ask you all to clear out of the lobby so the paying customers can get in."

Various foals groaned as they realized they had hit the limit of their spending money. They all dolefully trooped out the double front doors, out of the cool air-conditioned comfort of the movieplex and into the wall of heat waiting for them. "Bwaugh!" somepony said. "What is wrong with the weather ponies? Can't they do their jobs?"

"Hey!" Scootaloo said.

"They do a great job, that's kind of the problem, Mom says," Nyx said. She pulled her gigantic hat and sunglasses out of her pannier and put them on, trying to disappear under their shade as she plodded along. "I dunno, something to do with the climate. I asked her and then she started talking Discord and Chaos and something called fraggles--"

"Fractals." Spike corrected her automatically.

"Anyway, it got confusing." She shrugged, already listless in the heat. "Time to head home I guess. I'll see you all tomorrow..." Slowly the group peeled off, with Willow and the Nerd Herd being the last to head their own way.

Permission was sought and granted, and sometime after supper, with the sun setting and the cool relief of the evening air falling over Ponyville, Willow and his friends found themselves back together at the Palace of Friendship. They were cheerfully-- but discreetly-- hustled into the castle by a side door by Lightning Blitz and Sundiver, who had been told by Nyx to keep an eye out for the study group. Already there were a great number of somewhat stuffy looking ponies gathered at the main entrance, and nopony wanted to disturb the official partygoers from their wining and dining and signing of large donation checks.

Fortunately the layout of the Palace of Friendship was quite clever. The public quarters of the library were mostly in the trunk of the tree, with the palatial amenities in the upper boughs, and the private quarters, staff quarters, workrooms and access hallways of both were laid out so guests and staff could easily avoid one another. The two Guardponies escorted Willow and his friends to the library and, after securing a promise from them they wouldn't go traipsing into the party, left them to their devices.

Willow tossed his panniers on a study table and looked around the fully renovated library. It looked even more enormous than it had on the field trip. The place was all but abandoned, save for a gangly brown teenage earth pony shoving a push broom up and down the aisles, and the whirring and flickering light from the film room that said Roller Reel was working after hours. Daffodil, Twilight's flutterpony library assistant, fluttered (what else?) over in their direction. "I was told you'd be working in here late, no worries," she said. "We're always opening up like this for friends and classmates and such. Maker knows why Twilight doesn't just declare the library open 24-7..." she gave a puff, blowing her drooping pom-pom antennae out of her own face. "Can I help you with anything?"

WIllow shook his head. "No, we know how to use the magic kiosk and everything, so we should be okay..." Before he could say more he was interrupted by a loud thump and a yell of pain-- as if a large book had slammed into a propeller-beanie wearing head. Fast on its heels came a train of yelps, howls, wails and thumps.

"Awgh! What--" BANG.

"OW!! What it do THAT fo--" WHUMP.

"OWW!!" WHamp.

"NO FAIR!" WHAP.

"AAOWW!! WAAH!! Whap bamp Thump thumpity thump thud.

"Awwwaaah... MOOOMMMMM!!!"

They came around the end of the shelves to find Button Mash lying at the foot of one of the kiosks, covered in a pile of books. At least Willow assumed it was Button Mash. The other three were standing around the book pile, and there was a brown hoof and a battered propeller beanie sticking out from under the heap. Pipsqueak shook his head. "I _told_ him it didn't have any games on it. Never let this bloke near something with buttons and a viewscreen or he'll be trying to stick a cartridge in it," he said.

"I wasn't trying to play a game," Button protested, his voice muffled by the books entombing him. "I asked it to give us books on thestrals!"

"Looks like it did," Snips said, picking up a volume.

Willow was impressed. "Gosh," he said with an odd feeling of pride. "I never knew there were so many books about us thestrals."

"Tell me about it," Button groaned. The others began digging him out.

"Thank you, Miss Daffodil," Willow said to the flutterpony. "I think we can take it from here..."

 

The next hour found the five colts covering the tabletop with stacks of books, posters, and craft materials. Of course, they were still stuck at the same impasse as before. "Okay, some of these old books are good," Snips said. "I guess. Kinda."

"Are you kidding?" Willow growled. "They're all-- all full of stories about thestrals _sucking blood_ or being _undead_ or, or _living shadows_ or _blood-sucking undead living shadows._ " He grumped. "Or that we're slaves of Nightmare Moon, or cursed by Nightmare Moon, or that we were made by Discord, or even crazier stuff." He didn't even bother mentioning the archaic old tome that had insisted that thestrals were part dragon.

"Well they are really OLD books," Pipsqueak said. "Most of them, anyway."

"But all the new stuff is hardly any better than the old stuff!"  Willow griped. He kicked a hoof at the offending pile of posters, fliers, comics and bric a brac the Nerd Herd had gathered. All of it was pop-culture fluff about thestrals... the bad sort.

"Look, guys," Willow said to his regrettable report partners. "You want to do a report on what thestrals are. But you keep digging up stuff like this. This-- this is all the stuff us thestrals _aren't!"_

"Well," Pipsqueak said, a little rebelliously. "You haven't given us anything to work with. We keep asking you what it's like to be a thestral, and you don't tell us anything!"

"Yeah," Snails drawled. "I mean, we know you're not a Vampony, but only cuz you told us. But you never tell us what you _are._ "

"Don't look at me," Button Mash said. "All I know about batponies is that they're worth 540 experience points on level five of Castle Mane-ia."

Willow grimaced. He had been dragging his hooves on doing his share of the work. But it was... confusing. How do you describe what being you is like? It was like trying to describe the taste of the inside of your own mouth!  "I just..." he sighed. "I'm sorry, guys. I don't know how to start..."

Snails looked at the movie posters, his head tilted. He picked up a paintbrush, dipped it in a jar, and painstakingly drew a red circle with a line through it across the movie vampony's face. "Would this work better?" he said, holding the altered poster up.

Snips groaned and started to say something annoyed... then paused. "Yeah... hey, yeah!" He brightened up. "That's how we do it!"

"What?" Willow asked.

"What if we start by showing all the stuff that batponies are _not?"_ At the others' confused expressions he scowled and went on. "It's like my dad says. He does whittling. These cool carvings of ponies' faces out of wood, you know? I  asked him once how he does it, he said 'it's easy, you just cut away all the pieces of wood that don't look like a pony.'" The others groaned at the joke. Dad Humor, lame in any universe.

"Heh. Well, if we start out our presentation..." he picked up a pair of scissors and a piece of paper in his magic and began cutting. "By showing everypony all the things like this that ponies think batponies are, but are wrong..." scraps of paper fluttered down as he snipped away. "Then when we're done, we'll have shown them what batponies really _are._ " He held up a perfect cutout of a string of bat-winged paper pony dolls.

The circle of colts brightened. "Yeah," Pipsqueak said. "Yeah, I think I get the idea. That's ruddy brilliant, Snips!" Snips beamed. The colts set to work again, this time with a will.

An hour in, Willow retreated for a bathroom break. He was feeling very pleased with the way things were going, he decided; it was probably a big step that Snips and Snails, the two ponies who'd thought him a vampony, were finally getting past all the bad movie drek and seeing him for himself.

He washed his hooves at the sink and stepped out of the bathroom... and paused, a bit confused. While the Crystal Seed that had built the Palace of Friendship had put in all the proper amenities, it apparently had a loose grasp of what constituted an efficient layout; the washroom had been up a flight of stairs and around a corner or three, and now he wasn't sure which way he'd come in.

It was then he heard the sounds of ponies talking. He flicked his sensitive ears in the direction of the voices. "If it isn't the fellas, then it's probably somepony who can point me back the right direction," he decided, and followed the sounds.

To his embarrassment he quickly figured out he was going the wrong way. He found himself in a narrow hallway, with ponies in serving uniforms trotting hastily in either direction. Somehow he'd gotten turned around and ended up in a service hallway for the palace upstairs. Princess Twilight may have disliked the trappings of princesshood, but there was no escaping some of the necessities.... like a staff of servants capable of caring for an entire palace.

The staff moving through the halls was like a river. It bore Willow along, heedless of where he wanted to go, until he popped through a set of double doors into an enormous kitchen  bustling with activity, sizzling food, flashing cookwear, and harried looking ponies. Willow bumped into a lanky stallion wearing a chef's hat. "What are you doing in here?--- oh never mind why, go on, back out there, out out out!" Despite Willow's flustered attempts to explain, the chef ushered him along, chasing him almost backwards out of a pair of double doors--

\--and into a part of the building Willow absolutely knew he'd never been in before. An enormous room with a vaulted ceiling and glossy floor stretched out before him, filled from wall to wall with grownups dressed in their finest clothing. They were all chatting with one another, moving about the room, nibbling on things on toothpicks and drinking from tall skinny glasses as fancy music played. For some odd reason a number of them were wearing hats like Daring Do.

It took him about two seconds to realize that he had stumbled right into the very fancy party that he had been told, in no uncertain terms, to avoid at all costs. Unfortunately it only took the doors behind him half a second to swing shut with (to him) a deafening thud... and a half second after that for more and more ponies to start looking curiously in his direction.

"Whups," he said.

 

 

* * *

_1)The founding Cutie Mark Crusaders--- Applebloom, Sweetiebelle and Scootaloo._

_2)Visiting dignitaries who attended the Friendship Castle soirees often found themselves, to their puzzlement, the proud owner of a shiny new Ponyville Library Card._

_3)Even the popcorn vendor in the lobby._


	11. Chapter 11

Just as Willow felt himself starting to hyperventilate from all the ponies turning their eyes his way, the double doors behind him burst open and a parade of serving ponies came trundling out, bearing trays of little frou-frou snacks and drinks. He ran for it, galloping behind the carts to a nearby doorway. There was an unlit stairwell, unused; his bat genes asserted themselves and he was drawn almost instinctually up and into the shadows.

  
He came out in an upper floor, actually a gallery that wrapped around the ballroom below, lined with bookshelves and small reading nooks. (Princess Twilight definitely had a theme going with this place...) He ducked back into the shadows, heart pounding, and waited for some upset adult to come galloping after him.

  
Noone came. He sighed in relief.

  
"Trying to get above the hustle and bustle, eh?"

  
"Yeek!" Willow squeaked and whirled around. Standing behind him was a pale blue earth stallion with a grey mane. He started a bit then brushed off the lapels of his tuxedo. "Sorry, young colt, I didn't mean to startle you," he said. "So what brings you up here?"

  
"I... took a wrong turn," Willow confessed. "I was trying to get back to the library-- the main one, I mean.." he glanced at the bookshelves all around meaningfully. "What are YOU doing up here?" he challenged.

  
The gentlestallion wasn't offended. He chuckled. "Much like you, avoiding the crowds for the moment," he said. "And maybe doing a little pony watching."He nodded over the rail. Willow looked; everypony on the floor below was swirling about, moving from group to group, chatting and moving on in interesting patterns. He saw that the biggest of the ever-changing groups (barring the buffet line) was around Princess Twilight Sparkle and Prince Ink Spot, who were accompanied by a white earth pony mare dressed in explorer’s gear and--

  
“Oh hey, there’s Frosty,” Willow said out loud. It was true; the half-windigo was standing there next to the explorer lady… it must have been his mother… wearing a suit jacket and bow tie and looking both grumpy and uncomfortable as ponies chattered at him and his mother.

  
“Friend of yours?” the stallion asked.

  
Willow shrugged. “Kinda. He goes to school with us. Of course everypony goes to school with us…Gee, he looks really cold,” Willow murmured.

  
“Really? He doesn’t look like he’s shivering, exactly--”

  
“Oh, uh, no, I mean he IS cold,” Willow said. “Look at the floor.” He pointed with a hoof. Faintly visible against the crystal-tile floor around Frosty’s hooves was a thin layer of hoarfrost. “The grumpier he gets, the colder he gets,” he explained at the stallion’s expression. The stallion made a silent “oh” of comprehension. “Boy, those ponies must be really cheesing him off."

  
Sure enough, one of the more brassily dressed and vocal rich mares gathered there asked the mare and her son something; there was too much noise and probably a few private-conversation spells floating about so Willow couldn’t quite hear what she said, but Frosty obviously took offense. Frosty’s already grumpy expression turned thunderous. He didn’t move an inch, but suddenly the circle of frost around his hooves was a pace or two wider and snowflakes were swirling around his head. The rich dowageress who had asked the question shivered and rubbed her forelegs with her hooves, and made some cheery, oblivious remark about the sudden chill, perhaps the Princess needed to shutter the windows against the night cold?

  
The Prince and Princess looked a little strained, too. Polar Star nudged her son; the frost circle shrank again and the swirling flakes disappeared. “I really don’t understand him,” Willow muttered. “Why’s he so grouchy all the time?”

  
“Well, her question was rather rude,” the stallion next to him said. Willow looked at him in surprise. “What, didn’t you hear it?” the stallion asked.

  
“Some of it, I’m just surprised you did,” Willow said, flicking his own tufted ears.

  
The stallion gave him a sort of half-smile. “My name’s Bruce Mane,” he said. “And yours?”

  
“Willow Wisp,” Willow said, shaking his hoof. His brain caught up with his hearing. “Wait. Bruce Mane? Like in those BatStallion comics?” His lip curled in amusement, and the disdain in his voice was clear.

  
Bruce Mane blinked in surprise. “Well nopony gets to pick their own name, after all."

 

Willow shrugged. "I guess so.... Sorry."

 

"What, you don’t like BatStallion?” Mr. Mane chuckled.

  
Willow turned back to the rail, in a bit of a sulk. “What, am I supposed to, just because I’m a thestral?” he said.

  
Mr. Mane stepped a little closer. Willow’s back was turned so he didn’t see the consternated look on his face. “I, er, always thought he was written for little thestral boys,” he said with an odd cough. “To give them a hero to look up to.”

  
“Yeah, but he’s so DORKY!” Willow complained. He would have found the expression crossing Bruce Mane’s face to be hilarious had he seen it. “He’s got no powers-- unless you count being rich--”

  
“Well he has his, er, training, his ninja skills, his thestral gifts...” It was funny; Mr. Mane almost sounded as pouty and argumentative as Snips did whenever Willow dissed his favorite hero. It didn’t phase Willow, though. He snorted.

  
“Thestral gifts?” he said. “That just means he’s a normal thestral. That’s what makes it so dumb! He’s even dressing up like himself!”

  
“‘BatStallion.’ You might as well call him Pony-Pony.” He struck a pose. “’Look! It’s Pony-Pony! He was an average pony, till one day he was bitten by a radioactive pony, which gave him the incredible powers of...a PONY! Evildoers, tremble in fear!” He reared briefly, pedaling his forehooves at an imaginary enemy. Bruce Mane snorted in amusement despite himself.

  
“Being a thestral isn’t a superpower,” Willow scoffed. “My friends--” here he paused as a brief warm feeling filled his chest; his friends-- “Snips and Snails, they’re cool, but they don’t get that. So we can see in the dark. So we can hear a gnat fart on the far side of town, big deal--” Bruce Mane made a sound like someone strangling a sneeze but said nothing. “--There’s just as many downs as ups. Everything’s too bright, and too loud. And having everyone weirded out by what you eat… I mean, tons of fruit is one thing, but the look on pony’s faces when they find out you eat pounds and pounds of bugs…” there had been a rather memorable hullubaloo at his first school when he’d brought a cricket sandwich to lunch…

  
Bruce Mane actually chuckled in amusement. “Okay, an interesting perspective,” he chuckled. “And probably a point I didn’t think of. But you have to admit being a batpony makes it easy for him to scare the villains out of their horseshoes.”

  
Willow dropped back down to all fours and laid his ears back. “Yeah, well maybe us thestrals don’t like being used as a boogey-monster in a comic book,” he mumbled.

  
There was a long pause. "What if the ponies who made Batstallion, who write the comics--they were trying to say it was all right to be a thestral. Maybe even cool?"

  
Willow made a face like he'd bitten a lemon. Boy, when grownups started using words like "cool" because they thought it made them cool...ugh. The conversation paused awkwardly. “You really feel that way about it?” Bruce Mane asked. He sounded conflicted.

  
Willow looked out of the corner of his eye at him. “I used to get picked on and beat up a lot,” he said. “Every time that stupid comic book came out, one of the bullies would come by and wave it in my face, laughing at me. They’d push me around, trying to pick a fight--’C’mon, Dork Knight, let’s see what you got. Take your best shot. C’mon, waste me,’” he said, his head lowered as he imitated the bully’s deep mocking voice. He looked out over the rail moodily. “So yeah. Not too thrilled with BatStallion.” He crossed his forelegs on the rail and rested his chin on them.

  
“I’m sorry to hear about that,” Bruce Mane said. He sounded sincerely regretful. Willow looked up at him in surprise. But before he could ask the stallion what _he_ was sorry about, they were distracted by a commotion down on the floor. It seemed Frosty had gotten his fill of being fawned on and nattered at by the circle of grownups. The floor for a good six feet around him was coated with a dusting of snow and several important looking ponies were shivering violently in the sudden cold. His mother was scolding him under her breath while Princess Twilight was throwing apologetic smiles around and waving her horn; some sort of warming spells, it looked like. Frosty was having none of it, though. He muttered something and marched off; several ponies tried to speak to him but he ignored them all, marching out of the room through the nearest door.

  
"I really, really don't understand him," Willow said. "Everypony thinks he's special and neat and stuff because he's half windigo."And wasn't THAT unfair, he reflected. "Would he rather be like us thestrals and have everypony scared of him or hate him?"

  
Mr. Mane looked thoughtful. "Well, maybe it's like why you don't like BatStallion," he ventured.

  
"Huh?"

  
"Maybe he doesn't like it that everypony seems to be interested in him just because he's half wendigo," Mr. Mane went on. "Maybe he thinks everypony likes the nifty half-wendigo... but nopony likes _him._ "

  
Willow sobered a bit at that. "Maybe..."

  
"So there ya are," said somepony behind them. Willow turned to look; walking up behind them was an orange earthpony mare in an apple-green dress. Willow recognized her immediately-- who wouldn't? It was Applejack, one of the Six Bearers of Harmony, one of the six possibly most famous ponies in the world next to the Princesses.

"Oh, uh, h-hello, Ma'am! Miss. Your Ladyship-- " he stammered. Should he bow or something? He wished he'd asked Nyx more about this fancy noble pony stuff.

  
Applejack laughed. "None o' that, now, mister," she chided the nervous-looking batpony colt with a smile. "I'm just plain old Applejack, I ain't nuthin' special.' "

  
"I beg to differ." Bruce Mane stepped over and gave the mare a peck on the cheek. "Applejack, allow me to introduce Willow Wisp. Willow, the delightful Miss Applejack."

  
Applejack's cheeks pinked. "Smooth talker. Hello, Willow. I think I heard about you from my sister Applebloom."

  
Willow nodded, for lack of anything else to say. He wasn't dumb; he spent his school days surrounded by the Cutie Mark Crusaders, one of whom was an alicorn princess(!), so he at least knew about the Mane Six and all that came with them. But he hadn't really met his classmate's families yet... and after all he was just a colt; like most children as far as he was concerned adults and their 'grownup stuff' was part of a whole other world, one that he paid as little attention to as possible. This was kind of encouraged by his own parent's reaction to living in "Little Canterlot," as Ponyville was becoming known as thanks to its growing population of Princesses and minor royalty. When they'd found out that one of Willow's playmates was Princess Nyx, they'd pretty much freaked. It'd taken forever for them to calm down about it. Willow kept his mouth shut about that sort of thing now, and carefully ignored it whenever he could.

  
"So what're you doin' at this shindig, kiddo?" Applejack went on. "I know Ponyville loves a party, but I thought most of the colts and fillies lucked out o' this one."

  
"I'm here for the library," Willow blurted out. "I mean-- me and my friends are in the library working on our school fair project. I... really oughta get back to them..." he looked around, trying to figure out which way to go.

  
"Got turned around, didja?" Applejack said, amused. "It happens to all of us." She pointed. "Take that spiral staircase down two floors, take a left and go straight."

  
"Thank you," Willow said gratefully, and all but galloped off-- barely keeping it down to a canter when he remembered his manners. Applejack watched him go with a hint of amusement on her face.

  
"New fan?" She asked her date.

  
Bruce's expression was wry. "Not exactly," he said. "Seems that at least one of my target audience finds my character...offputting." He mused for a moment. "I'm going to have to ponder this. It seems that being a spokespony for your own tribe isn't as easy or straightforward as it looks...

* * *

  
"You really believe that?"

  
"Oh come on, Snips--"

  
Willow sighed in relief and trotted out of the stairwell. To judge by the voices he heard, he'd gotten the directions back to the library right. He joined the rest of the Nerd Herd at the tables, apparently in the middle of an argument of some sort.  
"They're NOT made out of crystal, Snips," Button Mash was saying with a longsuffering air. "You've met Bright Eyes, and he's not made out of crystal. Why would you even think that?"

  
"But it's right in their name--" Snips insisted.

  
Button Mash snorted. "So? Are Earth Ponies made out of DIRT, then?"

Willow smothered a snort of laughter. "He's got you there, Snips. I mean, are sea ponies made out of seawater?"

  
"Or unicorns made out of corn?" Snails drawled thoughtfully.

  
The others stared at him for a moment. "Just... try not to think about it," Snips advised the others.

  
"Really, where do people get these ideas?" Button Mash said, a bit loftily.

  
"You were the one who thought I drank blood from a thermos, Button Mash," Willow said.

  
Button looked flustered. "How was I supposed to know it was tomato soup?" he said defensively.

  
Willow grunted. "I have to ask Mom not to put anything red in my lunches because of this kind of thing... You know the Flower sisters saw me eating a raspberry jam sandwich and fainted?" The other colts snorted and snickered. Somepony in the library 'shushed' them, making them duck down behind their books.

  
"Well, to be fair, crystal ponies are awful sparkly," Pipsqueak said. "And last week Rarity bought that luvverly crystal pony wig made from gen-u-wine crystal pony hair... she dropped it and it shattered."

  
Button Mash snickered. "Sweetiebelle told me about that. It turned out there were these two shysters... the Flip Flop brothers? Something like that?... who were making wigs out of spun glass, magicking them up so they were soft and combable, and selling them as "real crystal pony hair." Except when the magic wore off the hair got all stiff and brittle again, and shattered."

  
"What happened to 'em?"

  
Button Mash shrugged. "Went to jail for selling counterfeit goods and hazardous products, she said," he replied. "A couple of ponies got slivers in their eyes."

  
"Ewwww."

  
"Ponies do come up with the weirdest things," Pipsqueak said. "I've heard someponies say that Doubloon an' her family are really hippogryphs in disguise. Hippogryphs!"

  
"A hippo-griff?" Willow said. A confused mental image of a hippopotamus with wings crossed his mind.

  
"Half griffon, half pony," Pipsqueak clarified.

  
"So they're half pony, half eagle, and... half... lion?" Snips said.

  
"At's free halves," Pipsqueak objected.

  
"Hey, it's magic, not math," Snips said. "Still, yeah, ponies get weird ideas..."

  
Willow regarded the Vampony movie posters scattered on their end of the table. "I guess that's kind of what this whole School Fair assignment is all about," he said. "Getting ponies to understand that maybe we're not all..." he kicked a little at one of the rolled up posters; it rolled down the table a ways. "... horrible batponies cursed by Nightmare Moon."

  
"Or underwater hippogryphs," Pipsqueak said with another dramatic roll of his eyes.

  
"Or walking glass statues," said Button Mash.

  
"Or heartless love stealing monsters." Snails added, obviously thinking of a certain lanky pink-maned and bug-winged classmate. The others nodded.

  
"Wow, we just had a profoundly important moment of learning and growth, didn't we," Button Mash quipped.

  
"I know," Snips said. "Kinda makes you wanna barf, don't it." This garnered a round of explosive smothered snickers and a round of "SHUSH"es from the unseen library staff.

  
Willow shuffled the papers and books in front of him. "I dunno about learning any important lessons," he said. "But all this has sure got me curious. I can't wait to see what the other foals are doing for their projects..."


End file.
